Electrameccanica Vehicles (SOLO) 8-K/AOther Events

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2024

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (604) 428-7656

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

EXPLANATORY NOTE

On March 1, 2024, ElectraMeccanica Vehicles Corp. filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission, which included a press release that was filed as Exhibit 99.1 to the Original Report. Due to a clerical error, an incorrect version of the press release was included in the Original Report. This Current Report on Form 8-K/A is being filed solely to replace the incorrect version of the press release with the corrected version filed herewith as Exhibit 99.1.

On February 28, 2024, ElectraMeccanica Vehicles Corp. (the “Company”) entered into a sale and purchase agreement with Solo Automotive, Inc. (the “Purchaser”). Jerry Kroll, a former member of the Company’s board of directors (the “Board”), is the principal of the Purchaser. Pursuant to the terms of the agreement, the Company has agreed to transfer two G2 SOLO and one non-operational Sparrow showroom vehicles on an “as is, where is” basis, along with certain SOLO-related assets, including, among other things, certain parts, tools, documentation and intellectual property, to the Purchaser. In consideration for such transfer, Mr. Kroll has agreed, among other things, to vote all common shares of the Company beneficially owned by him in favor of each of the proposals set forth in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on February 13, 2024, for the Company’s upcoming special meeting of shareholders on March 20, 2024 (the “ElectraMeccanica Special Meeting”), including the proposal to approve the proposed arrangement (the “Arrangement Proposal”) with Xos, Inc. (“Xos”). As of the date of this Current Report on Form 8-K, Mr. Kroll beneficially owned approximately 5.4 million common shares of the Company.

On February 28, 2024, Mr. Kroll also entered into a voting support and lock-up agreement with Xos pursuant to which Mr. Kroll has agreed, among other things, not to dispose of any shares of Xos’ common stock received as consideration in connection with the Arrangement for 90 days following the effective date of the Arrangement, in addition to voting support for the Arrangement Proposal.

On March 1, 2024, the Company issued a press release announcing Mr. Kroll’s voting commitment for the proposals to be considered at the ElectraMeccanica Special Meeting, including the Arrangement Proposal. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

(d)           Exhibits.  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.