NU Ride Inc (NRDE)

[WeTheMarket]

FORM 8-K
June7, 2023
https://investor.lordstownmotors.com/node/9246/html

Item 8.01 Other Events.

On June 7, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that the matters raised in Nasdaq’s April 19, 2023 letter regarding the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Select Market (the “Bid Price Requirement”) were now closed.

As previously disclosed, the Company and Foxconn (as defined below) have a dispute concerning whether the April 19 Nasdaq letter regarding the Bid Price Requirement caused a failure of a condition to closing Foxconn’s purchase of approximately 10% of the Company’s Class A common stock for $47.3 million (the “Subsequent Common Closing”). The Company believes that there was no failure of any closing condition and, in any event, the Bid Price Requirement has been met and the Company remains ready, willing and able to close the transaction as originally required by the Investment Agreement (the “Investment Agreement”) entered into by the Company on November 7, 2022 with Foxconn Ventures Pte. Ltd., an affiliate of global technology company Hon Hai Technology Group (“Foxconn”).

On June 5, 2023, the Company received the letter attached hereto as Exhibit 99.1 in which Foxconn did not acknowledge its obligation to complete the Subsequent Common Closing and instead asserted that Foxconn’s reading of the Investment Agreement would not allow for the adjustment of the number of shares to be purchased on account of the Company’s recent reverse stock split. Foxconn’s interpretation would give Foxconn the right to purchase a windfall of over 60% of the Company’s Class A common stock for $47.3 million. The Company rejects Foxconn’s interpretation of the Investment Agreement and has so advised Foxconn in a letter dated June 7, 2023 attached hereto as Exhibit 99.2.

The matters set forth in Exhibit 99.1 and Exhibit 99.2 are incorporated by reference herein.

In light of Foxconn’s conduct, the Company believes that it is unlikely that Foxconn will complete the Subsequent Common Closing. The Company believes that Foxconn’s various breaches of the Investment Agreement and pattern of bad faith have caused material and irreparable harm to the Company. Absent a prompt resolution, the Company intends to enforce its rights through litigation.