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SUBJECT TO COMPLETION DATED DECEMBER 30, 2024
PRELIMINARY PROSPECTUS
Nxu, Inc.
Up to 114,503,816 Shares of Class A Common Stock
This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders” of up to an aggregate of (i) 6,800,000 shares (the “Purchased Shares”) of the Company’s Class A common stock, $0.0001 par value per share (“Class A common stock”), of Nxu, Inc. (“we,” “us,” “our,” the “Company,” or “Nxu”), (ii) pre-funded warrants to purchase 5,200,000 shares of Class A common stock (the “Pre-Funded Warrants”), (iii) Series A warrants to purchase up to 57,251,908 shares of Class A common stock (the “Series A Warrants”), and (iv) Series B warrants to purchase up to 45,251,908 shares of Class A common stock (the “Series B Warrants” and together with the Pre-Funded Warrants and the Series A Warrants, the “Warrants”), in each case to be issued to the selling stockholders in a private placement (the “Private Placement”) pursuant to that certain Securities Purchase Agreement, dated as of December 26, 2024 (the “Securities Purchase Agreement”). The Purchased Shares and the shares of Class A common stock issuable upon exercise of the Warrants are referred to herein as the “Registrable Securities.”
The aggregate offering price for the Purchased Shares and the Warrants sold in the Private Placement was approximately $3,000,000. We will not receive any proceeds from the resale, if any, of the Registrable Securities by the selling stockholders.
The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an initial exercise price of $0.0001 per share, subject to adjustment. The Series A Warrants and the Series B Warrants will become exercisable upon receipt of approval of the Company’s stockholders relating to the issuance of the shares of Class A common stock underlying the Series A Warrants and the Series B Warrants as required by the rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”) (the “Stockholder Consent). The Series A Warrants have an exercise price of $0.50 per share, subject to adjustment. In addition, with respect to the Series A Warrants, the Investors may also effect an “alternative cashless exercise” after the Stockholder Consent has been obtained but prior to the time of the closing of the merger contemplated by the Merger Agreement (as defined below). The Series B Warrants have an exercise price of $0.0001 per share, subject to adjustment. For further information regarding the Private Placement, see the section titled “The Private Placement” beginning on page 35 of this prospectus.
The selling stockholders may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders. The selling stockholders are underwriters within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any broker-dealers or agents that participate in distribution of the securities will also be underwriters within the meaning of Section 2(a)(11) of the Securities Act, and any profit on sale of the securities by them and any discounts, commissions or concessions received by them will be underwriting discounts and commissions under the Securities Act. There can be no assurances that the selling stockholders will sell any or all of the securities offered under this prospectus.
For further information regarding the possible methods by which the shares may be distributed, see the section titled “Plan of Distribution” beginning on page 56 of this prospectus. We will pay the expenses incurred in registering the securities covered by this prospectus, including legal and accounting fees. To the extent the selling stockholders decide to sell their shares of Class A common stock, we will not control or determine the price at which the shares are sold.
The Registrable Securities were offered and sold by us pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. We are registering the offer and resale of the Registrable Securities to satisfy the provisions of that certain registration rights agreement, dated December 26, 2024 (the “Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Registrable Securities.
Our Class A common stock is listed on Nasdaq under the symbol “NXU.” On December 26, 2024, the last reported sales price of our Class A common stock as reported on Nasdaq was $0.262 per share. We urge prospective purchasers of our Class A common stock to obtain current information about the market prices of our Class A common stock.
We are an “emerging growth company” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.
The Company has a dual class structure. Our Class A common stock, which is the stock we are registering by means of this prospectus, has one vote per share and our Class B common stock, $0.0001 par value per share (the “Class B common stock” and together with the Class A common stock, “common stock”), has no economic rights and has 10 votes per share. For more information on the common stock, see the section titled “Description of Securities.”
Our Class B common stock is owned solely by our Chief Executive Officer, Mark Hanchett, and our President, Annie Pratt, who, as of December 2, 2024, own 200,692 and 78,812 shares of our Class B common stock, respectively. As of December 2, 2024, Mr. Hanchett and Ms. Pratt hold approximately 10.8% and 4.2% of the total voting power of our outstanding common stock, respectively, for an aggregate of approximately 15.0% of the voting power of our outstanding common stock. Mr. Hanchett is also the holder of the sole share of Nxu Series B preferred stock issued and outstanding, which is entitled to a number of votes equal to the total number of votes that could be cast by holders of Class A common stock and Class B common stock.
Our principal executive offices are located at 1828 N Higley Rd., Suite 116, Mesa, Arizona 85205, and our telephone number at that address is (602) 309-5425.
Investing in our securities involves a high degree of risk. You should carefully read this prospectus and any prospectus supplement or amendment before you invest. See the section in this prospectus entitled “Risk Factors” beginning on page 7 and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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