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NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSDescription of BusinessOverview On June 27, 2023, Lordstown Motors Corp., a Delaware corporation, together with its subsidiaries (“Lordstown,” the “Company” or “the Debtors”), filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). In connection with the Chapter 11 Cases, the Company ceased production and sales of its flagship vehicle, the Endurance, and new program development. Furthermore, the Company continued its cost-cutting actions that included significant personnel reductions. On September 29, 2023, the Company entered into the LandX Asset Purchase Agreement to sell specified assets related to the design, production and sale of electric light duty vehicles focused on the commercial fleet market free and clear of liens, claims, encumbrances, and other interests. The purchaser assumed certain specified liabilities of the Company for a total purchase price of $10.2 million in cash in a transaction that closed on October 27, 2023 (discussed below under “Sale of Certain Assets to LandX”). The Company’s remaining assets following the closing of the LandX Asset Purchase Agreement consist largely of cash on hand, the claims asserted in the Foxconn Litigation (as defined below), claims that the Company may have against other parties, as well as net operating loss (“NOL”) carryforwards and other tax attributes. Upon emergence from bankruptcy, the near-term operations of the Company consist of (a) claims administration under the Plan, (b) addressing the Foxconn Litigation, (c) prosecuting, pursuing, compromising, settling, or otherwise disposing of other retained causes of action, (d) defending the Company against any counterclaims and (e) filing Exchange Act reports and satisfying other regulatory requirements. In the future, the Company may explore potential business opportunities, including strategic alternatives or business combinations, including those designed to maximize the value of the Company’s NOLs. No assurances can be made that we will be successful in prosecuting any claim or cause of action or that any strategic alternative or business combination will be identified and/or would result in profitable operations or the ability to realize any value from the NOLs. We anticipate that the prosecution of claims and causes of action and the evaluation and pursuit of potential strategic alternatives will be costly, complex, and risky. As of the date of this report, the Company has neither entered into a definitive agreement with any party, nor has the Company engaged in any specific discussions with any potential business combination candidate regarding business opportunities.Unless the context indicates otherwise, all shares of the Company’s Class A common stock are presented after giving effect to the 1:15 reverse stock split of the outstanding Class A common stock, which became effective on May 24, 2023. Sale of Certain Assets to LandX On September 29, 2023, the Company entered into an Asset Purchase Agreement (the “LandX Asset Purchase Agreement”) with LAS Capital LLC and Mr. Stephen S. Burns, an individual, as guarantor of certain obligations of LAS Capital under the LandX Asset Purchase Agreement. The LandX Asset Purchase Agreement was assigned to LAS Capital’s affiliate, LandX Motors Inc., a Delaware corporation (the assignee and “Purchaser”) and approved by the Bankruptcy Court on October 18, 2023. The closing of the transactions contemplated by the LandX Asset Purchase Agreement occurred on October 27, 2023, at which time the Purchaser acquired certain assets held for sale related to the design, production and sale of electric light duty vehicles focused on the commercial fleet market free and clear of liens, claims, encumbrances, and other interests, and assumed certain specified liabilities for a total purchase price of $10.2 million in cash. Upon consummation of the sale, the Company’s investment banker became entitled to a transaction fee of $2.0 million after crediting certain other fees. The transaction fee was paid in January 2024, with no further amounts payable.Emergence From BankruptcyOn September 1, 2023, the Debtors filed a Joint Plan of Lordstown Motors Corp. and Its Affiliated Debtors and a related proposed disclosure statement, which were amended and modified on each of October 24, 2023, October 29, 2023, and October 30, 2023. On January 31, 2024, the Debtors filed the Second Modified First Amended Joint Plan of Lordstown Motors Corp. and Its Affiliated Debtors (the “Plan”). The modifications to the Plan since the previously filed version incorporated, among other things, a settlement (the “Ohio Securities Litigation Settlement”) of claims against the Debtors and certain directors and officers of the Debtors that were serving in such roles as of December 12, 2023, asserted in, or on the same or similar basis as those claims asserted in, the securities class action captioned In re Lordstown Motors Corp. Securities Litigation (the “Ohio Securities Litigation”). The Plan also included, as a condition to confirmation of the Plan, that the SEC approve an offer of settlement submitted by the Debtors to resolve the SEC Claim (as defined below).On March 5, 2024, the Bankruptcy Court entered a confirmation order confirming the Plan (the “Confirmation Order”). Following the entry of the confirmation order and all conditions to effectiveness of the Plan being satisfied, the Debtors emerged from bankruptcy on March 14, 2024 under the name “Nu Ride Inc.” Upon emergence, the SEC Claim was deemed withdrawn pursuant to the terms of the settlement with the SEC and the Confirmation Order. Upon emergence, a new Board of Directors was appointed pursuant to the Plan and all remaining full-time employees, including the Company’s pre-emergence executive officers, were terminated. Some of those employees continue to provide services to the Company as consultants. The Company’s Chief Executive Officer, who is its sole executive officer, was elected by the new Board of Directors in accordance with the Plan, as of the Company’s emergence. Upon emergence, the Company’s primary operations are: (i) resolving claims filed in the bankruptcy, (ii) prosecuting the Foxconn Litigation, (iii) pursuing, compromising, settling or otherwise disposing of other retained causes of action of the Company, and (iv) identifying potential transactions, including business combinations, or otherwise, that could create value, including through permitting the Company to make use of the NOLs, if preserved.Foxconn LitigationOn June 27, 2023, the Company commenced an adversary proceeding against Foxconn (the “Foxconn Litigation”) in the Bankruptcy Court seeking relief for fraudulent and tortious conduct as well as breaches of the Investment Agreement (as defined below) and other agreements, the parties’ joint venture agreement, the Foxconn APA (as defined below), and the CMA (as defined below) that the Company believes were committed by Foxconn. As set forth in the complaint relating to the adversary proceeding, the Company believes Foxconn’s actions have caused substantial harm to the Company’s operations and prospects and significant damages. On September 29, 2023, Foxconn filed a motion to dismiss all counts of the Foxconn Litigation and brief in support of the same (the “Foxconn Adversary Motion to Dismiss”), asserting that all of the Company’s claims are subject to binding arbitration provisions and that the Company has failed to state a claim for relief. The Company believes that the Foxconn Adversary Motion to Dismiss is without merit and, on November 6, 2023, the Company filed an opposition to Foxconn’s Adversary Motion to Dismiss. Foxconn filed a reply in support of the Foxconn Adversary Motion to Dismiss on November 30, 2023. On December 7, 2023, the Company and the Equity Committee filed a notice of completion of briefing, which provided that the briefing of the Foxconn Adversary Motion to Dismiss has been completed and such motion is ready for disposition. Oral argument on the Foxconn Adversary Motion to Dismiss has not been scheduled. The Company currently intends to continue to vigorously oppose that motion and pursue its claims against Foxconn. If the Bankruptcy Court denies the Foxconn Adversary Motion to Dismiss, the Company will continue to prosecute the Foxconn Litigation. Any net proceeds from the Foxconn Litigation may enhance the recoveries for holders of claims and equity interests of shareholders (“Interests”), as set forth in the Plan. However, no assurances can be provided as to the Company having sufficient resources to pursue the Foxconn Litigation, the outcome or recoveries, if any. See Note 8 – Commitments and Contingencies – Foxconn Litigation for additional information.Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to the Quarterly Report on Form 10-Q and Rule 8-03 of Regulation S-X. The unaudited condensed consolidated interim financial statements include the accounts and operations of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to these rules and regulations. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023.In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary for a fair presentation of our interim financial results. All such adjustments are of a normal and recurring nature. The results of operations for any interim period are not indicative of results for the full fiscal year. The accompanying unaudited condensed consolidated interim financial statements include our accounts and those of our controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which presumes the Company will continue in operation for one year after the date these consolidated financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the ordinary course of business. In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company has evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year from the date these consolidated financial statements are issued. The Company had cash and cash equivalents of approximately $19.7 million, excluding restricted cash of approximately $57.7 million, an accumulated deficit of $1.2 billion at March 31, 2024 and a net loss of $8.5 million for the three months ended March 31, 2024. As a result of the Company’s accumulated deficit, lack of any immediate sources of revenue, and the risks and uncertainties related to the Company’s ability to successfully resolve known and unknown claims that are or may be filed against us, substantial doubt exists regarding our ability to continue as a going concern. Our liquidity and ability to continue as a going concern is dependent upon, among other things: (i) the resolution of significant contingent and other claims, liabilities and (ii) the outcome of the Company’s efforts to realize value, if any, from its retained causes of action, including the Foxconn Litigation, and other remaining assets. The Company intends to explore potential business opportunities, including strategic alternatives or business combinations, including those designed to maximize the value of the Company’s NOLs.

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NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESUse of Estimates in Financial Statement PreparationThe preparation of condensed consolidated ﬁnancial statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions that affect the reported amounts in the consolidated financial statements, and related disclosures in the accompanying notes to the financial statements. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of changes are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. The Chapter 11 Cases may result in ongoing, additional changes in facts and circumstances that may cause the Company’s estimates and assumptions to change, potentially materially. We undertake no obligation to update or revise any of the disclosures, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.There have been no material changes to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2023.Fresh Start AccountingUpon emergence from bankruptcy, the Company assessed the requirements of fresh start accounting as required in Accounting Standards Codification 852: Reorganizations (“ASC 852”). Based on the Company’s assessment, management concluded that the Company does not qualify for fresh start accounting under ASC 852 upon emergence from bankruptcy. Management’s conclusion was based on the fact the total of all post-petition liabilities and reserve for allowed claims did not exceed the reorganization value, and the holders of existing voting shares immediately prior to confirmation did not lose control of the entity, as defined as receiving less than 50% of the emerging entity’s voting shares. Accordingly, the Company continued to apply GAAP in the ongoing preparation of its financial statements post emergence. Segment InformationWe have one reportable and operating segment.Cash and Cash Equivalents, Short-term Investments, and Restricted CashCash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. The Company maintains its cash in bank deposit and securities accounts that exceed federally insured limits. We have not experienced significant losses in such accounts and management believes it is not exposed to material credit risk.Our short-term investments consist primarily of liquid investment grade commercial paper, which are diversified among individual issuers, including non-U.S. governments, non-U.S. governmental agencies, supranational institutions, banks and corporations. The short-term investments are accounted for as available-for-sale securities. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities.Restricted cash balances represent cash reserves as required by the Plan.Inventory and Inventory ValuationSubstantially all the Company’s inventory was specific to the production of the Endurance. As discussed above, the Company ceased production of the Endurance in June 2023. All of our Endurance inventory was sold pursuant to closing the LandX Asset Purchase Agreement in the fourth quarter of 2023.The Company’s inventory was stated at the lower of cost or net realizable value (“NRV”). In addition to the NRV analysis, the Company recognized an excess inventory reserve to adjust for inventory quantities that were in excess of anticipated Endurance production. The charge to reflect NRV and excess inventory totaled $19.8 million for the three months ended March 31, 2023 and is recorded with Cost of Sales in the Company’s Condensed Consolidated Statement of Operations. No such charges were recognized for the three months ended March 31, 2024.Property, Plant and EquipmentProperty, plant and equipment were stated at cost less accumulated depreciation and impairment charges. Depreciation was computed using the straight-line method over the estimated useful lives and residual values of the related assets. Maintenance and repair expenditures were expensed as incurred, while major improvements that increase functionality of the asset are capitalized and depreciated ratably to expense over the identified useful life. Substantially all our property, plant and equipment were sold pursuant to closing the LandX Asset Purchase Agreement in the fourth quarter of 2023.Valuation of Long-Lived and Intangible AssetsLong-lived assets, including intangible assets, were reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Asset impairment calculations required us to apply judgment in estimating asset group fair values and future cash flows, including periods of operation, projections of product pricing, production levels, product costs, market supply and demand, inflation, projected capital spending and, specifically for fixed assets acquired, assigned useful lives, residual values functional obsolescence, asset condition and discount rates. When performing impairment tests, we estimated the fair values of the assets using management’s best assumptions, which we believe would be consistent with the assumptions that a hypothetical marketplace participant would use. Estimates and assumptions used in these tests are evaluated and updated as appropriate. The assessment of whether an asset group should be classified as held and used or held for sale requires us to apply judgment in estimating the probable timing of the sale, and in testing for impairment loss, judgment is required in estimating the net proceeds from the sale. Actual asset impairment losses could vary considerably from estimated impairment losses if actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge.For assets to be held and used, including identifiable intangible assets and long-lived assets subject to amortization, we initiated our review whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The recoverability of a long-lived asset subject to amortization is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment recognized was measured by the amount by which the carrying amount of the asset exceeded its fair value. Significant management judgment is required in this process.The Company recognized impairment charges of $109.8 million for the three months ended March 31, 2023. No such charges were recognized for the three months ended March 31, 2024.Liabilities Subject to CompromiseIn the accompanying Balance Sheet, the “Liabilities subject to compromise” line is reflective of expected allowed claim amounts in accordance with ASC 852-10 and are subject to change materially based on the continued consideration of claims that may be modified, allowed, or disallowed. Refer to Note 8 – Commitments and Contingencies for further detail.WarrantsThe Company accounted for its warrants in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the warrants did not meet the criteria for equity treatment and were recorded as liabilities at their fair value at each reporting period. Any change in fair value was recognized in the statement of operations. As a result of the Chapter 11 Cases, the fair value of the Company’s warrants was deemed to be zero and adjusted accordingly as of June 30, 2023.The fair value of the Company’s warrants is currently deemed to be zero.Revenue RecognitionRevenue was recognized when control of a promised good or service was transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for the good or service. Our performance obligations were satisfied at a point in time. We recognized revenue when the customer confirmed acceptance of vehicle possession. Costs related to shipping and handling activities are a part of fulfillment costs and are therefore recognized under cost of sales. Our sales are final and do not have a right of return clause. There were limited instances of sales incentives offered to fleet management companies. The incentives offered were of an immaterial amount per vehicle, and there were no sales incentives recognized during 2024 or 2023.The Company did not offer financing options therefore there is no impact on the collectability of revenue. Product WarrantyThe estimated costs related to product warranties were accrued at the time products were sold and are charged to cost of sales which included our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. As part of the bankruptcy proceedings, we received authorization from the Bankruptcy Court to repurchase all vehicles that were in the possession of our customers. We have repurchased and destroyed all but three of the vehicles that we sold. We do not believe that we have any warranty obligations related to the three vehicles retained by customers.Research and Development CostsThe Company expensed research and development costs as they were incurred. Research and development costs consist primarily of personnel costs for engineering, testing and manufacturing costs, along with expenditures for prototype manufacturing, testing, validation, certification, contract and other professional services and costs. Stock-Based CompensationThe Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount was charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. See Note 7 – Stock Based Compensation.Reorganization ItemsReorganization items of $4.2 million represent the expenses directly and incrementally resulting from the Chapter 11 Cases and are separately reported as Reorganization items in our condensed consolidated Statements of Operations. Our reorganization costs are significant and currently represent the majority of our ongoing total operating expenses.Income TaxesIncome taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets.The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.At December 31, 2023 the Company had $993.2 million of estimated federal net operating losses that carry forward indefinitely. At December 31, 2023, estimated state net operating losses of $322.3 million will be able to be carried forward 10 years and estimated local net operating losses of $558.0 million will be able to be carried forward between two to five years.ReclassificationsCertain prior year amounts have been reclassified to conform with the March 31, 2024 presentation.Recently issued accounting pronouncementsThere are no recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

Use of Estimates in Financial Statement PreparationThe preparation of condensed consolidated ﬁnancial statements in accordance with GAAP is based on the selection and application of accounting policies that require us to make significant estimates and assumptions that affect the reported amounts in the consolidated financial statements, and related disclosures in the accompanying notes to the financial statements. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of changes are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. The Chapter 11 Cases may result in ongoing, additional changes in facts and circumstances that may cause the Company’s estimates and assumptions to change, potentially materially. We undertake no obligation to update or revise any of the disclosures, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.There have been no material changes to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2023.

Fresh Start AccountingUpon emergence from bankruptcy, the Company assessed the requirements of fresh start accounting as required in Accounting Standards Codification 852: Reorganizations (“ASC 852”). Based on the Company’s assessment, management concluded that the Company does not qualify for fresh start accounting under ASC 852 upon emergence from bankruptcy. Management’s conclusion was based on the fact the total of all post-petition liabilities and reserve for allowed claims did not exceed the reorganization value, and the holders of existing voting shares immediately prior to confirmation did not lose control of the entity, as defined as receiving less than 50% of the emerging entity’s voting shares. Accordingly, the Company continued to apply GAAP in the ongoing preparation of its financial statements post emergence. 0.50

Segment InformationWe have one reportable and operating segment.

Cash and Cash Equivalents, Short-term Investments, and Restricted CashCash includes cash equivalents which are highly liquid investments that are readily convertible to cash. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. The Company maintains its cash in bank deposit and securities accounts that exceed federally insured limits. We have not experienced significant losses in such accounts and management believes it is not exposed to material credit risk.Our short-term investments consist primarily of liquid investment grade commercial paper, which are diversified among individual issuers, including non-U.S. governments, non-U.S. governmental agencies, supranational institutions, banks and corporations. The short-term investments are accounted for as available-for-sale securities. The settlement risk related to these investments is insignificant given that the short-term investments held are primarily highly liquid investment-grade fixed-income securities.Restricted cash balances represent cash reserves as required by the Plan.

Inventory and Inventory ValuationSubstantially all the Company’s inventory was specific to the production of the Endurance. As discussed above, the Company ceased production of the Endurance in June 2023. All of our Endurance inventory was sold pursuant to closing the LandX Asset Purchase Agreement in the fourth quarter of 2023.The Company’s inventory was stated at the lower of cost or net realizable value (“NRV”). In addition to the NRV analysis, the Company recognized an excess inventory reserve to adjust for inventory quantities that were in excess of anticipated Endurance production. The charge to reflect NRV and excess inventory totaled $19.8 million for the three months ended March 31, 2023 and is recorded with Cost of Sales in the Company’s Condensed Consolidated Statement of Operations. No such charges were recognized for the three months ended March 31, 2024.

19800000

Valuation of Long-Lived and Intangible AssetsLong-lived assets, including intangible assets, were reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Asset impairment calculations required us to apply judgment in estimating asset group fair values and future cash flows, including periods of operation, projections of product pricing, production levels, product costs, market supply and demand, inflation, projected capital spending and, specifically for fixed assets acquired, assigned useful lives, residual values functional obsolescence, asset condition and discount rates. When performing impairment tests, we estimated the fair values of the assets using management’s best assumptions, which we believe would be consistent with the assumptions that a hypothetical marketplace participant would use. Estimates and assumptions used in these tests are evaluated and updated as appropriate. The assessment of whether an asset group should be classified as held and used or held for sale requires us to apply judgment in estimating the probable timing of the sale, and in testing for impairment loss, judgment is required in estimating the net proceeds from the sale. Actual asset impairment losses could vary considerably from estimated impairment losses if actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values. Changes in these estimates and assumptions could materially affect the determination of fair value and any impairment charge.For assets to be held and used, including identifiable intangible assets and long-lived assets subject to amortization, we initiated our review whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The recoverability of a long-lived asset subject to amortization is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment recognized was measured by the amount by which the carrying amount of the asset exceeded its fair value. Significant management judgment is required in this process.The Company recognized impairment charges of $109.8 million for the three months ended March 31, 2023. No such charges were recognized for the three months ended March 31, 2024.

109800000

Liabilities Subject to CompromiseIn the accompanying Balance Sheet, the “Liabilities subject to compromise” line is reflective of expected allowed claim amounts in accordance with ASC 852-10 and are subject to change materially based on the continued consideration of claims that may be modified, allowed, or disallowed. Refer to Note 8 – Commitments and Contingencies for further detail.

WarrantsThe Company accounted for its warrants in accordance with the guidance contained in ASC Topic 815-40-15-7D and 7F under which the warrants did not meet the criteria for equity treatment and were recorded as liabilities at their fair value at each reporting period. Any change in fair value was recognized in the statement of operations. As a result of the Chapter 11 Cases, the fair value of the Company’s warrants was deemed to be zero and adjusted accordingly as of June 30, 2023.The fair value of the Company’s warrants is currently deemed to be zero.

Revenue RecognitionRevenue was recognized when control of a promised good or service was transferred to a customer in an amount that reflects the consideration the Company expects to receive in exchange for the good or service. Our performance obligations were satisfied at a point in time. We recognized revenue when the customer confirmed acceptance of vehicle possession. Costs related to shipping and handling activities are a part of fulfillment costs and are therefore recognized under cost of sales. Our sales are final and do not have a right of return clause. There were limited instances of sales incentives offered to fleet management companies. The incentives offered were of an immaterial amount per vehicle, and there were no sales incentives recognized during 2024 or 2023.The Company did not offer financing options therefore there is no impact on the collectability of revenue.

Product WarrantyThe estimated costs related to product warranties were accrued at the time products were sold and are charged to cost of sales which included our best estimate of the projected costs to repair or replace items under warranties and recalls if identified. As part of the bankruptcy proceedings, we received authorization from the Bankruptcy Court to repurchase all vehicles that were in the possession of our customers. We have repurchased and destroyed all but three of the vehicles that we sold. We do not believe that we have any warranty obligations related to the three vehicles retained by customers.

Research and Development CostsThe Company expensed research and development costs as they were incurred. Research and development costs consist primarily of personnel costs for engineering, testing and manufacturing costs, along with expenditures for prototype manufacturing, testing, validation, certification, contract and other professional services and costs.

Stock-Based CompensationThe Company has adopted ASC Topic 718, Accounting for Stock-Based Compensation (“ASC Topic 718”), which establishes a fair value-based method of accounting for stock-based compensation plans. In accordance with ASC Topic 718, the cost of stock-based awards issued to employees and non-employees over the awards vest period is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model, which incorporates assumptions regarding the expected volatility, expected option life and risk-free interest rate. The resulting amount was charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. Further, pursuant to ASU 2016-09 – Compensation – Stock Compensation (Topic 718), the Company has elected to account for forfeitures as they occur. See Note 7 – Stock Based Compensation.

Reorganization ItemsReorganization items of $4.2 million represent the expenses directly and incrementally resulting from the Chapter 11 Cases and are separately reported as Reorganization items in our condensed consolidated Statements of Operations. Our reorganization costs are significant and currently represent the majority of our ongoing total operating expenses.

4200000

Income TaxesIncome taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has recorded a full valuation allowance against its deferred tax assets.The Company accounts for uncertain tax positions in accordance with the provisions of ASC Topic 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense.At December 31, 2023 the Company had $993.2 million of estimated federal net operating losses that carry forward indefinitely. At December 31, 2023, estimated state net operating losses of $322.3 million will be able to be carried forward 10 years and estimated local net operating losses of $558.0 million will be able to be carried forward between two to five years.

993200000

322300000

P10Y

558000000.0

P5Y

ReclassificationsCertain prior year amounts have been reclassified to conform with the March 31, 2024 presentation.

Recently issued accounting pronouncementsThere are no recently issued, but not yet adopted, accounting pronouncements which are expected to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

NOTE 3 — FAIR VALUE MEASUREMENTSRecurring Fair Value MeasurementsThe Company follows the accounting guidance in ASC Topic 820, Fair Value Measurements (“ASC Topic 820”) for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes when inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value.As of March 31, 2023, the Company had short-term investments which were commercial paper that are classified as Level II. The Company had no such investments as of March 31,2024. The valuation inputs for the short-term investments are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets.The Company has the following warrants outstanding as of March 31, 2024 (with exercise prices shown in pre-Reverse Stock Split amounts): (i) warrants (the “Private Warrants”) to purchase Class A common stock with an exercise price of $11.50 per share, and (ii) the Foxconn Warrants to purchase shares of Class A common stock with an exercise price of $10.50.As of March 31, 2024, following the Reverse Stock Split, we had 0.113 million Foxconn Warrants with an exercise price of $157.50, and 0.153 million Private Warrants with a strike price of $172.50. The fair value of the Foxconn Warrants was $0.3 million at issuance. The Private Warrants and the Foxconn Warrants were classified as a liability with any changes in the fair value recognized immediately in our consolidated statements of operations. As a result of the Chapter 11 Cases, the fair value of the Company’s warrants was deemed to be zero and adjusted accordingly during the year-ended December 31, 2023. The following table summarizes the net loss on changes in fair value related to the Private Warrants and the Foxconn Warrants for the three months ended March 31, 2023 (in thousands):<table style="border-collapse:collapse;font-size:16pt;height:max-content;margin-left:auto;margin-right:auto;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:middle;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:middle;width:5.48%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;margin:0pt;padding:0pt;">Three months ended</td></tr><tr><td style="vertical-align:middle;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;background:#cceeff;margin:0pt;padding:0pt;">Private Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;background:#cceeff;margin:0pt;padding:0pt;">(231)</td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;">Foxconn Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(136)</td></tr><tr><td style="vertical-align:bottom;width:58.47%;background:#cceeff;margin:0pt;padding:0pt;">Net gain on changes in fair value</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;background:#cceeff;margin:0pt;padding:0pt;">(367)</td></tr></table>The Private Warrants and the Foxconn Warrants were measured at fair value using Level 3 inputs. These instruments are not actively traded and were valued as of March 31, 2023 using a Monte Carlo option pricing model and Black-Scholes option pricing model, respectively, that use observable and unobservable market data as inputs.The stock price volatility rate utilized was 90% for the valuation as of March 31, 2023. This assumption considered observed historical stock price volatility of other companies operating in the same or similar industry as the Company over a period similar to the remaining term of the Private Warrants, as well as the volatility implied by the traded options of the Company. For the three months ended March 31, 2023, the risk-free rates utilized were 3.819% and 3.896% for the Private Warrants and Foxconn Warrants, respectively.The Company had cash and cash equivalents of approximately $19.7 million and $87.1 million as of March 31, 2024, and December 31, 2023, respectively. The Company had restricted cash of $57.7 million as of March 31, 2024, which represents cash reserves as required by the Plan. The carrying amounts of cash, cash equivalents, and restricted cash reported in the Company’s Condensed Consolidated Balance Sheets approximate the fair value.Non-Recurring Fair Value MeasurementsFor the three months ended March 31, 2023, we recognized a property, plant and equipment impairment charge of $109.8 million based on the difference between the carrying value of the fixed assets and their fair value as of March 31, 2023. No fixed asset impairment charges were recognized for the three months ended March 31, 2024. The categorization of the framework used to value the assets is Level 3 given the significant unobservable inputs used to determine fair value. Refer to Note 4 – Property, Plant and Equipment and Assets Held for Sale for further detail.

11.50

10.50

113000

157.50

153000

172.50

300000

<table style="border-collapse:collapse;font-size:16pt;height:max-content;margin-left:auto;margin-right:auto;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:middle;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:middle;width:5.48%;margin:0pt;padding:0pt;"> </td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;margin:0pt;padding:0pt;">Three months ended</td></tr><tr><td style="vertical-align:middle;width:58.47%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"></td><td colspan="2" style="vertical-align:bottom;white-space:nowrap;width:36.03%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;background:#cceeff;margin:0pt;padding:0pt;">Private Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;background:#cceeff;margin:0pt;padding:0pt;">(231)</td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:58.47%;margin:0pt;padding:0pt;">Foxconn Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">(136)</td></tr><tr><td style="vertical-align:bottom;width:58.47%;background:#cceeff;margin:0pt;padding:0pt;">Net gain on changes in fair value</td><td style="vertical-align:bottom;white-space:nowrap;width:5.48%;background:#cceeff;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:3.39%;background:#cceeff;margin:0pt;padding:0pt;">$</td><td style="vertical-align:bottom;white-space:nowrap;width:32.63%;background:#cceeff;margin:0pt;padding:0pt;">(367)</td></tr></table>

-231000

-136000

-367000

3.819

3.896

19700000

87100000

57700000

109800000

NOTE 4 — PROPERTY, PLANT AND EQUIPMENT AND ASSETS HELD FOR SALEThe Company determined that its property, plant, and equipment represent one asset group which is the lowest level for which identifiable cash flows are available. Historically, fair value of the Company’s property, plant, and equipment was derived from the Company’s enterprise value at the time of impairment as the Company believed it represented the most appropriate fair value of the asset group in accordance with accounting guidance. In conjunction with the Chapter 11 Cases, substantially all our property, plant and equipment were sold pursuant to closing the LandX Asset Purchase Agreement in the fourth quarter of 2023.For the three months ended March 31, 2023, the Company recognized impairment and depreciation charges of $109.8 million and $7.4 million, respectively. No such charges were incurred for the three months ended March 31, 2024.

109800000

7400000

NOTE 5 – SERIES A CONVERTIBLE PREFERED STOCK Except as set forth below, the circumstances set forth in Note 5 – Mezzanine Equity to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 appropriately represent, in all material respects, the current status of our Series A convertible preferred stock, $0.0001 par value (the “Preferred Stock”). Mezzanine equity of $33.4 million and $32.8 million as of March 31, 2024, and December 31, 2023, respectively, represent the $30.0 million gross proceeds from the issuance of the Preferred Stock, plus accrued and unpaid dividends.Upon emergence from bankruptcy, and as of the date of this report, the Preferred Stock remains outstanding and unimpaired. Upon a change of control (as defined in the Certificate of Designation, Preferences and Rights of the Series A Convertible Preferred Stock filed by the Company with the Secretary of State of the State of Delaware), Foxconn can cause the Company to purchase any or all of its Preferred Stock at a purchase price equal to the greater of its $30.0 million liquidation preference, plus any unpaid accrued dividends, and the amount of cash and other property that it would have received had it converted its Preferred Stock prior to the change of control transaction (the “Change of Control Put”). The liquidation preference, plus accrued dividends is presented as Mezzanine Equity within the Company’s Condensed Consolidated Balance Sheet and totaled $33.4 million and $32.8 million as of March 31, 2024, and 2023, respectively. As of March 31, 2024, the Company did not consider a change of control to be probable. The Company notes that there is significant uncertainty regarding the outcome of the Foxconn Litigation which may impact the foregoing determination, and that the Company can provide no assurance regarding such determination.

0.0001

33400000

32800000

30000000.0

33400000

32800000

NOTE 6 — CAPITAL STOCK AND LOSS PER SHAREOn August 17, 2022, the Company held a special meeting of stockholders whereby our stockholders voted to amend the Charter to increase our authorized shares of capital stock from 312 million to 462 million, consisting of (i) 450 million shares of Class A common stock and (ii) 12 million shares of preferred stock, each with a par value of $0.0001.At the 2023 Annual Meeting, the stockholders of the Company approved a proposal to amend the Charter to effect a reverse split of the Company’s outstanding shares of Class A common stock at a ratio within a range of between 1:3 and 1:15, with the timing and the exact ratio of the reverse split to be determined by the Board in its sole discretion. The Board authorized the Reverse Stock Split at a 1:15 ratio, which became effective as of May 24, 2023 (the “Effective Date”).The Company filed an Amendment to the Charter on May 22, 2023, which provided that, at the Effective Date, every 15 shares of the issued and outstanding Class A common stock would automatically be combined into one issued and outstanding share of Class A common stock.After giving effect to the Reverse Stock Split, we had approximately 16.1 and 16.0 million shares of Class A common stock issued and outstanding as of March 31, 2024 and December 31, 2023. We had 0.3 million shares of Preferred Stock issued and outstanding as of March 31, 2024 and December 31, 2023. FASB ASC Topic 260, Earnings Per Share, requires the presentation of basic and diluted earnings per share (“EPS”). Basic EPS is calculated based on the weighted average number of shares outstanding during the period. Dilutive EPS is calculated to include any dilutive effect of our share equivalents.The weighted-average number of shares outstanding for basic and diluted loss per share of Class A common stock is as follows (in thousands):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2024</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td></tr><tr><td style="vertical-align:bottom;width:63.64%;background:#cceeff;margin:0pt;padding:0pt;">Basic weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">16,047</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;"> 15,984</td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;">Diluted weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">16,047</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"> 15,984</td></tr></table>The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented due to their anti-dilutive effect (in thousands):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2024</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Foxconn Preferred Stock</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;margin:0pt;padding:0pt;">1,150</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">1,063</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;">Share awards</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"> — </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">7</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Foxconn Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;margin:0pt;padding:0pt;">113</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">113</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;">BGL Warrants </td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"> — </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">110</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Private Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">154</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">154</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"> Total</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;border-bottom:3px double #000000;margin:0pt;padding:0pt;">1,417</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:3px double #000000;margin:0pt;padding:0pt;">1,447</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr></table>

312000000 462000000

450000000

12000000

0.0001

16100000

16000000.0

300000

The weighted-average number of shares outstanding for basic and diluted loss per share of Class A common stock is as follows (in thousands):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2024</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td></tr><tr><td style="vertical-align:bottom;width:63.64%;background:#cceeff;margin:0pt;padding:0pt;">Basic weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">16,047</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;"> 15,984</td></tr><tr><td style="vertical-align:bottom;width:63.64%;margin:0pt;padding:0pt;">Diluted weighted average shares outstanding</td><td style="vertical-align:bottom;white-space:nowrap;width:1.95%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">16,047</td><td style="vertical-align:bottom;white-space:nowrap;width:1.96%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"> 15,984</td></tr></table>

16047000

15984000

16047000

15984000

The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented due to their anti-dilutive effect (in thousands):<table style="border-collapse:collapse;font-size:16pt;height:max-content;padding-left:0pt;padding-right:0pt;width:100%;"><tr style="height:1pt;"><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"><div style="height:1pt;overflow:hidden;overflow-wrap:break-word;position:relative;"><div style="bottom:0pt;position:absolute;width:100%;"></div></div></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"> </td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">Three months ended </td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2024</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">March 31, 2023</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Foxconn Preferred Stock</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;margin:0pt;padding:0pt;">1,150</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">1,063</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;">Share awards</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"> — </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">7</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Foxconn Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;margin:0pt;padding:0pt;">113</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;margin:0pt;padding:0pt;">113</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;">BGL Warrants </td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;margin:0pt;padding:0pt;"> — </td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;margin:0pt;padding:0pt;">110</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;background:#cceeff;margin:0pt;padding:0pt;">Private Warrants</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">154</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;background:#cceeff;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;background:#cceeff;border-bottom:1px solid #000000;margin:0pt;padding:0pt;">154</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;background:#cceeff;margin:0pt;padding:0pt;"></td></tr><tr><td style="vertical-align:bottom;white-space:nowrap;width:51.01%;margin:0pt;padding:0pt;"> Total</td><td style="vertical-align:bottom;white-space:nowrap;width:5.69%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.35%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:19.81%;border-bottom:3px double #000000;margin:0pt;padding:0pt;">1,417</td><td style="vertical-align:bottom;white-space:nowrap;width:1.19%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:2.36%;margin:0pt;padding:0pt;"></td><td style="vertical-align:bottom;white-space:nowrap;width:16.21%;border-bottom:3px double #000000;margin:0pt;padding:0pt;">1,447</td><td style="vertical-align:bottom;white-space:nowrap;width:1.32%;margin:0pt;padding:0pt;"></td></tr></table>

1150000

1063000

7000

113000

110000

154000

1417000

1447000

P3M 101947

102889

2600000

3000000

NOTE 8 – COMMITMENTS AND CONTINGENCIESVoluntary Chapter 11 Proceedings, Liabilities Subject to Compromise and Other Potential ClaimsOn June 27, 2023, the Company and its subsidiaries commenced the Chapter 11 Cases in the Bankruptcy Court. See Note 1 – Description of Organization and Business Operations – Description of Business – Voluntary Chapter 11 Proceedings.Since filing the Chapter 11 petitions, until our emergence from bankruptcy on March 14, 2024, the Company operated as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.The Company received the Bankruptcy Court’s approval of its customary motions filed on June 27, 2023, which authorized the Company to conduct its business activities in the ordinary course, including among other things and subject to the terms and conditions of such orders: (i) pay employees’ wages and related obligations; (ii) pay certain taxes; (iii) pay critical vendors; (iv) continue to honor certain customer obligations; (v) maintain their insurance program; (vi) continue their cash management system; and (vii) establish certain procedures to protect any potential value of the Company’s NOLs. On August 8, 2023, the Bankruptcy Court approved procedures for the Company to conduct a comprehensive marketing and sale process for some, all, or substantially all of their assets in order to maximize the value of those assets. The marketing process culminated in the Company entering into the LandX Asset Purchase Agreement on March 29, 2023, providing for the sale of specified assets of the Company related to the design, production and sale of electric light duty vehicles focused on the commercial fleet market free and clear of liens, claims, encumbrances, and other interests, and assume certain specified liabilities of the Company for a total purchase price of $10.2 million in cash. This transaction closed on October 27, 2023. See Note 1 – Description of Organization and Business Operations – Description of Business.The Company has been subject to extensive pending and threatened legal proceedings arising in the ordinary course of business and has already incurred, and expects to continue to incur, significant legal expenses in defending against these claims. The Company sought and achieved resolution of many of these matters as part of the Chapter 11 Cases and has and may in the future enter into further discussions regarding settlement of these matters, and may enter into settlement agreements if it believes it is in the best interest of the Company’s stakeholders. The Company records a liability for loss contingencies in the Condensed Consolidated Financial Statements when a loss is known or considered probable and the amount can be reasonably estimated. Legal fees and costs of litigation, settlement by the Company or adverse decisions with respect to the matters disclosed may result in a liability that is not insured or that is in excess of insurance coverage and could significantly exceed our current accrual and ability to pay and be, individually or in the aggregate, material to the Company’s consolidated results of operations, financial condition or cash flows, and diminish or eliminate any assets available for any distribution to creditors and Interest holders. The filing of the Chapter 11 Cases resulted in an initial automatic stay of legal proceedings against the Company, as further described below. On July 27, 2023, the Bankruptcy Court modified the automatic stay that was in effect at the time of filing the Chapter 11 Cases to allow the Karma Action (defined below) to proceed against the Company in the District Court (defined below) and that matter was settled, as further described below. With respect to the stockholder derivative suits filed on behalf of the Company against certain of its officers and directors and certain former DiamondPeak directors prior to the Chapter 11 Cases, the derivative claims asserted in those suits became the property of the Company. The Company appointed an independent committee of directors to evaluate such claims with the assistance and advice of special litigation counsel, to make a recommendation as to the disposition of such claims, including, among other things, whether to pursue or release some or all of those claims against some or all of those officers and directors. Ultimately, such claims were retained by the Company and not released under the Plan.With respect to the Ohio Securities Class Action opt-out claims (discussed below), the Post-Petition Securities Action and any other similar claims for damages arising from the purchase or sale of the Class A common stock, Section 510(b) the Bankruptcy Code treats such claims as subordinated to all claims or Interests that are senior to the Class A common stock and having the same priority as the Class A common stock.The Bankruptcy Court established October 10, 2023 as the deadline by which parties were required to file proofs of claim in the Chapter 11 Cases and December 26, 2023 for all governmental entities to file their proofs of claim, which includes any claim asserted by the SEC with respect to the matter described under “SEC Matter” below or that may arise due to our obligations under the Highway Safety Act of 1970 (the “Safety Act”) administered by the National Highway Traffic Safety Administration (“NHTSA”) described under “NHTSA Matters” below. In addition, the deadline for parties to file proofs of claim arising from the Company’s rejection of an executory contract or unexpired lease, and proofs of claim for administrative expense claims, was April 15, 2024. Several rejection damages and administrative expense claims were filed and are being reviewed by the Company. While the Company may file objections to some or all of these additional claims, the Company cannot provide any assurances as to what the Company’s total actual liabilities will be based on such claims. The amount of such liability may diminish the assets available to satisfy general unsecured claims. There is substantial risk of litigation by and against the Company or its indemnified directors and officers with respect to such claims. In accordance with ASC 852, in the accompanying March 31, 2024 Condensed Consolidated Balance Sheet, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. “Liabilities subject to compromise” at March 31 2024 consisted of the following:“Liabilities subject to compromise” are recorded at the expected or estimated amount of the total allowed claim, however, the ultimate settlement of these liabilities remains subject to analysis and negotiation, approval of the Bankruptcy Court and the other factors discussed above, and they may be settled or resolved for materially different amounts. These amounts are also subject to adjustments if we make changes to our assumptions or estimates related to claims as additional information becomes available to us. Such adjustments may be material, and the Company will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of “Liabilities subject to compromise” may change materially. As a result of the Chapter 11 Cases and ceasing production of the Endurance, the Company has received claims from its suppliers and vendors for amounts those parties believe the Company owes. We are conducting an extensive claims reconciliation process to analyze approximately $23.1 million of claims. In addition, there are $7.2 million in asserted claims for liquidated portion of indemnification obligations (excluding those contained in the litigation accrual described below), rejection damages related to certain contracts and real property leases, potential government claims and interest due on allowed claims. The Company, its advisors, and the Claims Ombudsman appointed in the Chapter 11 Cases are analyzing the claims for validity and intends to vigorously defend against claims it believes are invalid. We have accounts payable and accrued vendor claims of approximately $26.9 million and $30.5 million as of March 31, 2024 and December 31, 2023, respectively, which reflect both undisputed and partially disputed amounts we may owe, reported in Liabilities subject to compromise. The remainder is disputed for one or more reasons, including a lack of information provided by the claimant. The Company had accruals of $3.5 million and $6.5 million, for the periods ending March 31, 2024 and December 31, 2023, respectively, for certain of its outstanding legal proceedings and potential related obligations within “liabilities subject to compromise” and “accrued and other current liabilities” on its Condensed Consolidated Balance Sheet. Our liabilities for legal proceedings and potential related obligations may include amounts for the securities litigation, government claims and indemnification obligations described in more detail below or other claims that may be asserted against us and may or may not be offset by insurance. The amount accrued as of March 31, 2024 was estimated based on available information and legal advice, the potential resolution of these matters in light of historical negotiations with the parties, and the potential impact of the outcome of one or more claims on related matters, but does not take into account the impact of the applicable provisions of the Bankruptcy Code, the terms of the Plan, ongoing discussions with the parties thereto and other stakeholders or actual amounts that may be asserted in Claims submitted in the Chapter 11 Cases or for indemnification as these factors cannot yet be determined and are subject to substantial uncertainty. Accordingly, the accrued amount may be adjusted in the future based on new developments and it does not reflect a full range of possible outcomes for these proceedings, or the full amount of any damages alleged, which are significantly higher. Insurance Matters The Company was notified by its primary insurer under its post-merger directors and officers insurance policy that the insurer is taking the position that no coverage is available for the Ohio Securities Class Action, various shareholder derivative actions, the consolidated stockholder class action, various demands for inspection of books and records, the SEC investigation, and the investigation by the United States Attorney’s Office for the Southern District of New York described below, and certain indemnification obligations, under an exclusion to the policy called the “retroactive date exclusion.” The insurer has identified other potential coverage issues as well. Excess coverage attaches only after the underlying insurance has been exhausted, and generally applies in conformance with the terms of the underlying insurance. The Company is analyzing the insurer’s position and intends to pursue any available coverage under this policy and other insurance. As a result of the denial of coverage, no or limited insurance may be available to us to reimburse our expenses or cover any potential losses for these matters, which could be significant. The insurers in our Side A D&O insurance program, providing coverage for individual directors and officers in derivative actions and certain other situations, have issued a reservation of rights letter which, while not denying coverage, has cast doubt on the availability of coverage for at least some individuals and/or claims.Changes in our operations in connection with the Chapter 11 Cases reduced our need to maintain insurance coverage at previous levels or to carry certain insurance policies.Ohio Securities Class Action Six related putative securities class action lawsuits were filed against the Company and certain of its current and former officers and directors and former DiamondPeak directors between March 18, 2021 and May 14, 2021 in the U.S. District Court for the Northern District of Ohio (Rico v. Lordstown Motors Corp., et al.; Palumbo v. Lordstown Motors Corp., et al.; Zuod v. Lordstown Motors Corp., et al.; Brury v. Lordstown Motors Corp., et al.; Romano v. Lordstown Motors Corp., et al.; and FNY Managed Accounts LLC v. Lordstown Motors Corp., et al.). The matters have been consolidated and the Court appointed George Troicky as lead plaintiff and Labaton Sucharow LLP as lead plaintiff’s counsel (the “Ohio Securities Class Action”). On March 10, 2021, lead plaintiff and several additional named plaintiffs filed their consolidated amended complaint, asserting violations of federal securities laws under Section 10(b), Section 14(a), Section 20(a), and Section 20A of the Exchange Act and Rule 10b-5 thereunder against the Company and certain of its current and former officers and directors. The complaint generally alleges that the Company and individual defendants made materially false and misleading statements relating to vehicle pre-orders and production timeline. Defendants filed a motion to dismiss, which is fully briefed as of March 3, 2023. The Company filed a suggestion of bankruptcy on June 28, 2023, and filed an amended suggestion of bankruptcy on July 11, 2023, which notified the court of the filing of the Chapter 11 Cases and resulting automatic stay. On August 28, 2023, the court denied the pending motion to dismiss, without prejudice, given the notice of the automatic stay, subject to potential re-filing by the Defendants following the lifting of the stay.The Plan settled the Ohio Securities Class Action, with the lead plaintiff receiving (i) $3 million in cash and (ii) up to an additional $7 million, consisting of (a) 25% of all net litigation proceeds received by the Company on Retained Causes of Action (if any); and (b) the lesser of (x) 16% of any distribution made by the Company on account of Foxconn’s preferred stock liquidation preference, and (y) $5 million, on behalf of the Ohio Settlement Class (as defined in the Plan). Derivative Litigation Four related stockholder derivative lawsuits were filed against certain of the Company’s officers and directors, former DiamondPeak directors, and against the Company as a nominal defendant between April 28, 2021 and July 9, 2021 in the U.S. District Court for the District of Delaware (Cohen, et al. v. Burns, et al.; Kelley, et al. v. Burns, et al.; Patterson, et al. v. Burns, et al.; and Sarabia v. Burns, et al.). The derivative actions in the District Court of Delaware have been consolidated. On August 27, 2021, plaintiffs filed a consolidated amended complaint, asserting violations of Section 10(b), Section 14(a), Section 20(a) and Section 21D of the Exchange Act and Rule 10b-5 thereunder, breach of fiduciary duties, insider selling, and unjust enrichment, all relating to vehicle pre-orders, production timeline, and the merger with DiamondPeak. On October 11, 2021, defendants filed a motion to stay this consolidated derivative action pending resolution of the motion to dismiss in the consolidated securities class action. On March 7, 2023, the court granted in part defendants’ motion to stay, staying the action until the resolution of the motion to dismiss in the consolidated securities class action, but requiring the parties to submit a status report if the motion to dismiss was not resolved by March 3, 2023. The court further determined to dismiss without a motion, on the grounds that the claim was premature, plaintiffs’ claim for contribution for violations of Sections 10(b) and 21D of the Exchange Act without prejudice. The parties filed a joint status report as required because the motion to dismiss in the consolidated securities class action was not resolved as of March 3, 2023. The parties filed additional court-ordered joint status reports on October 28, 2022, January 6, 2023 and April 3, 2023. On April 4, 2023, the Court ordered the parties to submit a letter brief addressing whether the Court should lift the stay. On April 14, 2023, the parties submitted a joint letter requesting that the Court not lift the stay. On April 17, 2023, the court lifted the stay and ordered the parties to meet and confer by May 8, 2023 and submit a proposed case-management plan. On May 9, 2023, the court reinstated the stay and ordered the parties to advise the court of any developments in the consolidated securities class action or material changes to Lordstown’s condition. The Company filed a suggestion of bankruptcy on June 27, 2023, which notified the court of the filing of the Chapter 11 Cases and resulting automatic stay. The court entered an order acknowledging the effect of the automatic stay on June 28, 2023. An independent committee of directors evaluated the derivative claims with the assistance and advice of special litigation counsel to make a recommendation as to the disposition of such claims. Ultimately, such claims were retained by the Company and not released under the Plan. The proceedings are subject to uncertainties inherent in the litigation process.Another related stockholder derivative lawsuit was filed in U.S. District Court for the Northern District of Ohio on June 30, 2021 (Thai v. Burns, et al.), asserting violations of Section 10(b), Section 14(a), Section 20(a) and Section 21D of the Exchange Act and Rule 10b-5 thereunder, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste, based on similar facts as the consolidated derivative action in the District Court of Delaware. On October 21, 2021, the court in the Northern District of Ohio derivative action entered a stipulated stay of the action and scheduling order relating to defendants’ anticipated motion to dismiss and/or subsequent motion to stay that is similarly conditioned on the resolution of the motion to dismiss in the consolidated securities class action. The Company filed a suggestion of bankruptcy on June 28, 2023, and filed an amended suggestion of bankruptcy on July 19, 2023, which notified the court of the filing of the Chapter 11 Cases and resulting automatic stay. An independent committee of directors evaluated the derivative claims with the assistance and advice of special litigation counsel to make a recommendation as to the disposition of such claims. Ultimately, such claims were retained by the Company and not released under the Plan. The proceedings are subject to uncertainties inherent in the litigation process. Another related stockholder derivative lawsuit was filed in the Delaware Court of Chancery on December 2, 2021 (Cormier v. Burns, et al. (C.A. No. 2021-1049)), asserting breach of fiduciary duties, insider selling, and unjust enrichment, based on similar facts as the federal derivative actions. An additional related stockholder derivative lawsuit was filed in the Delaware Court of Chancery on February 18, 2023 (Jackson v. Burns, et al. (C.A. No. 2023-0164)), also asserting breach of fiduciary duties, unjust enrichment, and insider selling, based on similar facts as the federal derivative actions. On April 19, 2023, the parties in Cormier and Jackson filed a stipulation and proposed order consolidating the two actions, staying the litigation until the resolution of the motion to dismiss in the consolidated securities class action and appointing Schubert Jonckheer & Kolbe LLP and Lifshitz Law PLLC as Co-Lead Counsel. On May 10, 2023, the court granted the parties’ proposed stipulation and order to consolidate the actions, and to stay the consolidated action pending the resolution of the motion to dismiss in the consolidated securities class action. While the action remains stayed, on June 24, 2023, the plaintiffs filed a consolidated complaint asserting similar claims, and substituting a new plaintiff (Ed Lomont) for Cormier, who no longer appears to be a named plaintiff in the consolidated action. On June 27, 2023, the Company filed a suggestion of bankruptcy, which notified the court of the filing of the Chapter 11 Cases and resulting automatic stay. An independent committee of directors evaluated the derivative claims with the assistance and advice of special litigation counsel to make a recommendation as to the disposition of such claims. Ultimately, such claims were retained by the Company and not released under the Plan. The proceedings are subject to uncertainties inherent in the litigation process.DiamondPeak Delaware Class Action Litigation Two putative class action lawsuits were filed against former DiamondPeak directors and DiamondPeak Sponsor LLC on December 8 and 13, 2021 in the Delaware Court of Chancery (Hebert v. Hamamoto, et al. (C.A. No. 2021-1066); and Amin v Hamamoto, et al. (C.A. No. 2021-1085)) (collectively, the “Delaware Class Action Litigation”). The plaintiffs purport to represent a class of investors in DiamondPeak and assert breach of fiduciary duty claims based on allegations that the defendants made or failed to prevent alleged misrepresentations regarding vehicle pre-orders and production timeline, and that but for those allegedly false and misleading disclosures, the plaintiffs would have exercised a right to redeem their shares prior to the de-SPAC transaction. On February 9, 2023, the parties filed a stipulation and proposed order consolidating the two putative class action lawsuits, appointing Hebert and Amin as co-lead plaintiffs, appointing Bernstein Litowitz Berger & Grossmann LLP and Pomerantz LLP as co-lead counsel and setting a briefing schedule for the motions to dismiss and motions to stay. The motions to stay were fully briefed as of February 23, 2023 and the court held oral argument on February 28, 2023. On March 7, 2023, the court denied the motion to stay. On March 10, 2023, defendants filed their brief in support of their motion to dismiss. The motion to dismiss was fully briefed on April 27, 2023, and was scheduled for oral argument on May 10, 2023. On May 6, 2023, defendants withdrew the motion to dismiss without prejudice. On July 22, 2023, co-lead plaintiffs filed an amended class action complaint asserting similar claims. Defendants filed a motion to dismiss the amended class action complaint on October 14, 2023. Plaintiffs’ answering brief and Defendants’ reply brief were due on November 18 and December 9, 2023, respectively. Oral argument on the motion to dismiss was scheduled for January 6, 2023. On January 5, 2023, the defendants withdrew their motion to dismiss. On February 2, 2023, the court issued a case scheduling order setting forth pre-trial deadlines and a date for trial in March 2024. On February 3, 2023, defendants filed their answer to plaintiffs’ amended class action complaint. On February 7, 2023, plaintiffs served the Company, as a non-party, with a subpoena for certain information, which the Company responded to on February 21, 2023.On June 9, 2023, the court granted in part and denied in part the plaintiffs’ motion to compel regarding the appropriate scope of the Company’s response to the subpoena. On July 5, 2023, in the Chapter 11 Cases, the Company filed (i) an adversary complaint seeking injunctive relief to extend the automatic stay to the plaintiffs in the Delaware Class Action Litigation, initiating the adversary proceeding captioned Lordstown Motors Corp. v. Amin, Adv. Proc. No. 23-50428 (Bankr. D. Del.) and (ii) a motion and brief in support thereof, seeking a preliminary injunction extending the automatic stay to the Delaware Class Action Litigation. On August 3, 2023, the Bankruptcy Court denied the Company’s preliminary injunction motion. On July 21, 2023, plaintiffs filed a motion for class certification in the Delaware Class Action Litigation. The parties have advised the Company that they have reached an agreement to resolve this matter, and the former DiamondPeak directors are seeking indemnification from the Company with respect to a portion of the settlement amount. The Company believes it has defenses to such indemnification claims, including that such indemnification claims are subject to subordination pursuant to applicable law, and, if allowed, should receive the treatment set forth in Article III B.8 of the Plan. The proceedings remain subject to uncertainties inherent in the litigation process.SEC ClaimThe Company received two subpoenas from the SEC for the production of documents and information, including relating to the merger between DiamondPeak and Legacy Lordstown and pre-orders of vehicles, and the Company was informed by the U.S. Attorney’s Office for the Southern District of New York that it is investigating these matters. The Company cooperated, and will continue to cooperate, with these and any other regulatory or governmental investigations and inquiries. Ultimately, the SEC filed a claim against the Company for $45.0 million (the “SEC Claim”). The Company settled the SEC Claim by (i) settling the Ohio Securities Class Action and (ii) making an offer of settlement to the SEC, which was approved by the SEC on February 29, 2024. Upon the Company’s emergence from bankruptcy, the SEC Claim was deemed withdrawn pursuant to the terms of the offer of settlement and the Plan. See the section in this Note 8 titled “Ohio Securities Class Action” for additional information regarding the Company’s continuing contingent obligations related to the Ohio Securities Class Action settlement. No amounts attributable to the Company’s settlement of the SEC Claim were paid or are payable to the SEC.Indemnification Obligations The Company may have potential indemnification obligations with respect to the current and former directors named in the above-referenced actions, which obligations may be significant and may not be covered by the Company’s applicable directors and officers insurance. The Company believes it has defenses to certain of these potential indemnification obligations, including that such claims for indemnification are subject to subordination pursuant to applicable law, and, if allowed, should receive the treatment set forth in Article III.B.8 of the Plan.Foxconn TransactionsWe entered into a series of transactions with affiliates of Foxconn, beginning with the Agreement in Principle that was announced on September 30, 2021, pursuant to which we entered into definitive agreements to sell our manufacturing facility in Lordstown, Ohio under an asset purchase agreement (the “Foxconn APA”) and outsource manufacturing of the Endurance to Foxconn under a contract manufacturing agreement (the “CMA”). On November 7, 2022, we entered into an investment agreement with Foxconn under which Foxconn agreed to make additional equity investments in us (the “Investment Agreement”). The Investment Agreement superseded and replaced an earlier joint venture agreement. The Foxconn APA, the CMA and the Investment Agreement together are herein referred to as the “Foxconn Transactions.”On June 27, 2023, we commenced the Foxconn Litigation in the Bankruptcy Court seeking relief for breaches of the Investment Agreement, the Foxconn APA and the CMA and fraudulent and tortious actions that the Company believes were committed by Foxconn. See the following section and Note 1 – Description of Business – Foxconn Litigation for additional information. The Investment Agreement and the CMA were rejected pursuant to the Plan upon the Company’s emergence from bankruptcy. The Foxconn APA transaction was consummated before the Chapter 11 Cases.Foxconn Litigation On June 27, 2023, the Company commenced the Foxconn Litigation in the Bankruptcy Court seeking relief for breaches of the Investment Agreement and other agreements and fraudulent and tortious actions that the Company believes were committed by Foxconn, which have caused substantial harm to our operations and prospects and significant damages. On September 29, 2023, Foxconn filed a motion to dismiss all counts of the Foxconn Litigation and brief in support of the same (the “Foxconn Adversary Motion to Dismiss”), asserting that all of the Company’s claims are subject to binding arbitration provisions and that the Company has failed to state a claim for relief.The Debtors believe that the Foxconn Adversary Motion to Dismiss is without merit and, on November 6, 2023, the Company filed an opposition to Foxconn’s Adversary Motion to Dismiss. The Company intends to continue to vigorously oppose that motion and pursue its claims against Foxconn.Foxconn filed a reply in support of the Foxconn Adversary Motion to Dismiss on November 30, 2023. To date, the Bankruptcy Court has not ruled on the Foxconn Adversary Motion to Dismiss.The Post-Petition Securities Action On July 26, 2023, a putative class action lawsuit was filed in the U.S. District Court for the Northern District of Ohio by Bandol Lim (“Plaintiff Lim”), individually and on behalf of other stockholders asserting violations of Section 10(b), Section 20(a) of the Exchange Act and Rule 10b-5 thereunder relating to the Company’s disclosure regarding its relationship with Foxconn and the Foxconn Transactions (the “Post-Petition Securities Action”). The lawsuit names Edward Hightower, Adam Kroll, and Daniel Ninivaggi as Defendants (“Defendants”) in their capacities as Company officers and/or directors. Defendants dispute the allegations and intend to vigorously defend against the suit. None of the Debtors is named as a Defendant in the Post-Petition Securities Action. Plaintiff Lim and RIDE Investor Group have each filed motions for appointment as lead plaintiff in the Post-Petition Securities Action and those motions remain pending as of the date of this filing. Separately, each of the members of the RIDE Investor Group filed proofs of claim (the “RIDE Proofs of Claims”) against the Company, purportedly on behalf of themselves and the putative class in the Post-Petition Securities Action, in an unliquidated amount. The RIDE Investor Group has not sought authority from the Bankruptcy Court to file its purported class proofs of claim. The Debtors dispute, each of the RIDE Proofs of Claim, and further dispute that the members of the Ride Investment Group had authority to file proofs of claim on behalf of the putative class in the Post-Petition Securities Action. Messrs. Hightower, Kroll, and Ninivaggi contend that they are both insureds under the directors’ and officers’ insurance policies of the Debtors that are currently in effect and have been granted relief from the automatic stay with respect to the Company to seek advancement and payment of expenses relating to the Post-Petition Securities Action under such policies. The Plan constituted an objection to each of the RIDE Proofs of Claim. To the extent any of the RIDE Claims are Allowed, the Plan provides for the treatment of Claims filed against the Debtors on the same or similar basis as those set forth in the Post-Petition Securities Action to limit recoveries (if any) from the Debtors on account of such Claims to available insurance. The Debtors dispute the merits of any such claims. NHTSA Matters The Company’s obligations under the Safety Act administered by NHTSA for the vehicles it has manufactured and sold continued in force during the pendency of and following the Chapter 11 Cases. During the Chapter 11 Cases, the Company’s obligations were treated as a claim of the United States government against the Company. The Plan did not discharge the Company from claims arising after emergence from bankruptcy, nor did it preclude or enjoin the enforcement of any police or regulatory power. The Company sought to repurchase all vehicles that remain in the possession of our customers (other than LAS Capital or its affiliates); however, it repurchased 35 vehicles, with 3 vehicles still in use. Accordingly, we cannot predict the extent of the liability that may arise from the Safety Act obligations for vehicles the Company has already manufactured and sold, or any claims that may be asserted by NHTSA.

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