What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-03-28 · 232 added, 97 removed, 289 unchanged (53% of the section changed)

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Our vehicles address the challenges of traditional fuel price cost instability and local, state and federal environmental regulatory compliance.

We currently offer Class 2 through 4 logistics vans, class 4 through 5 urban trucks, school buses, electric forklifts, street sweepers, neighborhood electric vehicles (“NEV”) and right-hand drive vans and urban trucks.

We currently offer Class 2 through 4 logistics vans, Class 4 through 5 urban trucks, school buses, electric forklifts, street sweepers, neighborhood electric vehicles and right-hand drive vans and urban trucks.

Our vehicles are manufactured by original equipment manufacturers ("OEM") located in China, Malaysia and the Philippines and can be marketed, sold, warrantied and serviced through our developing distribution and service network.

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Included in the net losses for 2024 and 2023 were non-cash charges of approximately $2.7 million and $6.6 million, respectively.

On October 30, 2024, we entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Maddox Industries, LLC, a Puerto Rico limited liability company (“Maddox Industries”), and Jason Maddox, the sole member of Maddox Industries (the “Seller”), pursuant to which, subject to the terms and conditions of the Purchase Agreement, we purchased from the Seller all of the issued and outstanding membership interests (the “Purchased Interests”) in Maddox Industries (the “Maddox Acquisition”).

In connection with the Maddox Acquisition, our Board of Directors (the “Board”) also appointed Jason Maddox as our President in October 2024.

As consideration for the Purchased Interests, at the closing of the Maddox Acquisition on December 18, 2024 (the “Closing”), the Company issued 3,100,000 shares of the Company’s common stock, par value $0.00001 per share (the “common stock”), to the Seller (the “Stock Consideration”).

In addition, during the six-month period following the Closing (the “Earnout Period”), the Seller was eligible to receive up to six monthly cash payments in an aggregate amount of up to $1 million (each such monthly payment, an “Earnout Payment”), with the Earnout Payment for each calendar month being equal to the aggregate amount of gross revenue received by Maddox Industries in respect of any closing receivable, as specified in the Purchase Agreement, during such calendar month, subject to an aggregate limit of $1 million with respect to all Earnout Payments payable under the Purchase Agreement.

See Note 3 – Acquisitions to the consolidated financial statements for additional information regarding the Maddox Acquisition.

Market Overview

Concerns regarding climate change and other environmental considerations have led to the implementation of laws and regulations that restrict, cap, or tax, emissions in the automotive industry and throughout other industries.

In particular, the Environmental Protection Agency ("EPA"), Tier 4 emission standards, California Air Resources Board ("CARB"), regulations, and recently implemented policies in Europe, generally referred to as Stage I, II, III, IV, V and VI regulations, require significant reductions in the level of emissions and particulate matter produced by diesel power systems and are increasing the costs associated with producing carbon-intensive fuels.

On June 25, 2020, the Board of CARB passed a first-in-the-world rule requiring truck manufacturers to transition from diesel trucks and cargo vans to electric zero-emission vehicles beginning in 2024.

More recently, in December 2021, President Biden signed an executive order directing the federal government to minimize planet-heating emissions from operations and transition to an all-electric fleet of cars and trucks, with the stated goal of reducing its emissions by 65% by 2030 and reaching carbon neutrality by 2050.

These and other regulations are expected to increase both the cost and size of emission-compliant diesel power products, primarily due to the need to incorporate additional combustion and after-treatment components.

In particular, the Environmental Protection Agency ("EPA"), Tier 4 emission standards, California Air Resources Board ("CARB") regulations, and European Union Stage I, II, III, IV, V and VI regulations require significant reductions in the level of emissions and particulate matter produced by diesel power systems and are increasing the costs associated with producing carbon-intensive fuels.

On June 25, 2020, CARB passed a first-in-the-world rule, generally referred to as the Advanced Clean Truck regulation (the “Advanced Clean Truck Regulation”), requiring truck manufacturers to sell increasing percentages of zero-emission medium and heavy-duty trucks, starting with the 2024 model year.

Numerous other states have adopted California’s standards established under this rule.

More recently, on April 28, 2023, CARB issued the Advanced Clean Fleets rule (the “Advanced Clean Fleets Rule”) that would require owners of medium- and heavy-duty vehicle fleets to begin their transition toward zero-emission vehicles starting in 2024.

However, in January 2025, CARB withdrew its request to the EPA for waiver of the Clean Air Act’s federal preemption provisions for the Advanced Clean Fleets Rule, and now the status of this rule remains uncertain.

On January 20, 2025, President Trump signed Executive Order 14154 “ Unleashing American Energy ” (“Executive Order 14154”), which may have direct implications on the policies and regulations that impact the automotive and transportation industries.

This executive order seeks to rescind waivers granted by the EPA for California's zero emission vehicle regulations with a focus on eliminating any “electric vehicle mandates” and terminating “state emission waivers that function to limit sales of gasoline-powered vehicles” (which would include the Advanced Clean Truck Regulation) and modify and/or eliminate the greenhouse gas standards for trucks discussed above.

As a result, the status of the U.S.

and state emission regulations discussed above remain uncertain.

Moreover, federal support for electric vehicle adoption generally may be in jeopardy under the Trump administration, as President Biden’s executive orders directing the federal government to transition to an all-electric fleet of cars and trucks have been rescinded.

Additionally, the Trump administration has halted all federal funding for electric vehicle infrastructure and has ordered the termination of federal subsidy programs for EVs.

These developments threaten the incentive structure needed for EVs.

Even so, other regulations are expected to increase both the cost and size of emission-compliant diesel power products, primarily due to the need to incorporate additional combustion and after-treatment components.

A variety of market factors are contributing to the increased use of alternative fuels and growth of alternative fuel technology, including economics, energy independence, environmental concerns, and the widespread availability of alternative fuels.

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Additional requests have been made by the utilities to offer favorable costs for electric bus charging.

According to the International Energy Agency ("IEA"), approximately 10.5 million passenger electric vehicles (“EVs”) were sold globally in 2022.

This represented 14% of 2022 vehicle sales and a 62% increase in EV sales versus the prior year, resulting in a total fleet of approximately 27 million units and expected to grow to over 100 million by 2026.

Sales are expected to grow by another 35% in 2023 to reach 14 million representing 18% of the overall car market.

According to Bloomberg New Energy Finance (“Bloomberg NEF”) per their Electric Vehicle Outlook 2023 report, annual passenger EV sales are estimated to more than double between 2022 and 2026 to 26.6 million.

China and Europe have been the leaders on electric vehicle adoption and per the same report, are expected to account for nearly 75% of EV sales in 2026, with the U.S.

representing 15% of the global EV market.

According to the Global EV Outlook 2024 report by the International Energy Agency (“IEA”), nearly 14 million new electric vehicles were registered globally in 2023.

This amount was 3.5 million higher than in 2022, a 35% year-on-year increase.

According to the IEA, electric vehicles sales accounted for 18% of all cars sold globally in 2023, up from 14% in 2022.

In 2024, electric car sales in the United States are projected to rise by 20% compared to the previous year, translating to almost half a million more sales, relative to 2023.

According to the 2024 Global Hybrid & Electric Cars industry profile report by MarketLine, the global market for hybrid and electric cars is set to follow a double-digit growth trend over the forecast period between 2023 and 2028.

The Asia-Pacific and European regions have been the leaders in electric vehicles adoption, accounting for 53% and 29% of the global market for hybrid and electric cars in 2023, respectively, with North America representing 15% of the market.

Government policy, however, remains ever-changing and likely continues to play a foundational role in the rate of adoption around the world.

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Meanwhile, we believe that tightening emissions standards and high fuel taxes in Europe will result in substantial increases in the market share of electric vehicles.

In 2022, around half of the total growth in electric vehicles sales was in China, according to the Global EV Outlook 2022 report by the IEA.

In the U.S., 630,000 new electric vehicles were sold in 2021, reflecting an acceleration in growth as this was about double the sales experienced in 2020.

According to the Global EV Outlook 2024 report by the IEA, in 2023, just under 60% of new electric vehicle registrations were in China, compared to just under 25% in Europe and 10% in the United States.

In the U.S., new electric vehicle registrations totaled 1.4 million in 2023, increasing by more than 40% compared to 2022.

The overall market for electric vehicles consists of multiple, discrete markets for various vehicle types, including passenger cars, buses, two-wheelers and others.

Passenger cars are the most prominent, but two-wheelers are far more prevalent, particularly in Asia, and buses and trucks, although smaller in number, are significantly higher in price and often purchased in bulk by major corporate customers or government or transit agencies.

Charging infrastructure is another important factor in electric vehicle adoption rates.

According to a report by S&P Global, there were approximately 126,500 Level 2 and just under 20,500 Level 3 charging stations in the United States today as of December 31, 2022.

S&P Global estimates that by 2030, the United States will need 2.13 million Level 2 and 172,000 Level 3 chargers, an increase of nearly seventeen times the number of Level 2 chargers and more than eight times the number of Level 3 chargers.

In an effort to help address this need, in September 2022, the National Electric Vehicle Infrastructure Program (“NEVI”), established and funded by the Infrastructure Investment and Jobs Act (the "Infrastructure Bill"), which was signed into law on November 15, 2021, approved each state’s program to help states install EV chargers along interstate highways.

Over the next five years, it will distribute $5 billion to establish EV charging stations every 50 miles on major corridors.

Additionally, the Infrastructure Bill included $7.5 billion to build a national network of 500,000 chargers by 2030.

Through a combination of grant and incentive programs for state and local governments and the private sector, it is expected to support the deployment of a mix of chargers in apartment buildings, in public parking, throughout communities, and across a robust network on our nation’s roadways.

Some geographic areas have considerably more charging stations than others, contributing to more significant electric vehicle usage in those regions.

Charging infrastructure is another important factor in electric vehicles adoption rates.

According to Pew Research Center report, there were approximately 61,000 publicly accessible electric vehicles charging stations in the United States as of February 2024, with the number of charging stations more than doubling since 2020.

S&P Global estimates that by 2030, the United States will need 2.13 million Level 2 and 172,000 Level 3 chargers.

In an effort to help address this need, in September 2022, the National Electric Vehicle Infrastructure Program, established and funded by the Infrastructure Investment and Jobs Act (the “IIJA”), which was signed into law on November 15, 2021, provided $5 billion in funding to all 50 U.S.

and Puerto Rico to strategically deploy electric vehicles charging infrastructure and to establish an interconnected network to facilitate data collection, access, and reliability.

Additionally, the IIJA included $7.5 billion to build a national network of 500,000 chargers by 2030.

However, in early 2025, the Trump administration issued a pause on all IIJA funding directed towards, among other programs, electric vehicles infrastructure development and subsidy programs.

That funding remains paused subject to the review of the Office of Management and Budget (the “OMB”).

The OMB has released some paused IIJA funding, but funding for the programs focused on supporting the electric vehicles industry remains frozen.

The future of key federal funding and electric vehicles tax credits from the IIJA and Inflation Reduction Act (the “IRA”) is uncertain as Congress moves forward with its tax reform bill expected to pass early summer 2025.

The House and Senate have both passed their respective budget resolutions on strict party-line votes, and the Republican majorities in both chambers of Congress have signaled that clean energy tax credits are possible targets for elimination to pay for extending the 2017 Tax Cuts and Jobs Act (TCJA) tax cuts and other key aspects of the Trump administration’s agenda.

The extent to which the IIJA funding and IRA tax credits, specifically those supporting electric vehicles, will be amended or eliminated remains unclear.

However, it is likely that some if not all of these funding avenues will be affected.

Commercial Vehicles

In 2022, nearly 66,000 electric buses and 60,000 medium- and heavy-duty trucks were sold worldwide, representing about 4.5% of all bus sales and 1.2% of truck sales worldwide.

China continues to dominate production and sales of electric (and fuel cell) trucks and buses.

In 2023, according to the IEA’s Global EV Outlook 2024 report by the IEA, nearly 50,000 electric buses and around 54,000 medium- and heavy-duty trucks were sold worldwide, representing about 3% of all bus sales and over 2.5% of truck sales worldwide.

China continues to dominate production and sales of electric (and fuel cell) trucks and buses, contributing to about 60% of global electric bus sales in 2023.

However, the global market is growing and is expected to continue to grow in the foreseeable future.

Medium- and Heavy-Duty Trucks:

According to the International Council on Clean Transportation (“ICCT”) report, “ Zero-Emission Bus and Truck Market in the U.S.

(Jan – June 2024) ”, U.S.

sales of zero-emission heavy-duty vehicles saw notable growth, with 1,381, or 0.56%, of the approximately 120,000 new heavy-duty vehicles being registered in the U.S.

during the first half of 2024 being zero-emission vehicles.

This represents a significant increase from the 0.30% share observed in 2023.

According to the ICCT, zero-emission buses in the U.S.

reached a milestone in the first quarter of 2024, representing nearly 11% of all bus registrations—the first instance of double-digit market penetration in any heavy-duty vehicle segment.

Despite technological advancements, electric trucks still represent a small fraction of total truck sales.

Challenges such as supply chain issues and inadequate charging infrastructure have impeded more rapid adoption.

Environmental Benefits

Because heavy-duty commercial vehicles consume considerably more fuel than light duty passenger vehicles, the environmental benefits of replacing conventionally fueled commercial vehicles with electric vehicles can also be substantial.

Whereas an electric passenger car may reduce greenhouse gas (“GHG”) emissions by 3 tons per year as compared to a conventional car, replacing a conventional Class 8 port drayage truck with an electric equivalent can bring an 18 metric ton annual reduction in GHG emissions.

Specifically, electric buses and trucks produce zero tailpipe emissions, leading to reductions in nitrogen oxides (NOx) and particulate matter (PM).

This shift can improve air quality, particularly in urban areas, benefiting public health.

Replacing a conventional diesel bus with an all-electric bus can achieve a 78 metric ton (approximately 171,961 pounds) reduction in GHG emissions.

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The study concluded that the costs of battery packs, and therefore the cost of electric trucks and buses, will decline such that by 2030, they will be the most attractive technology from a total cost of ownership perspective for nearly all truck and bus classes, even without incentives.

According to recent research of Energy Innovation Policy & Technology, the decline in costs of electric heavy duty vehicles as compared to their diesel counterparts has accelerated, meaning that costs will fall faster than previously expected in 2030.

By 2030, even when excluding available consumer incentives, electric heavy duty vehicles in most categories will be less expensive than their diesel counterparts.

Governments worldwide are implementing policies to accelerate the adoption of electric commercial vehicles.

For example, Transport for London embarked on a mission to electrify London’s iconic red business and, today, London boasts one of Europe’s largest electric bus fleets, with more than 1,600 zero-emission buses out of a total of 9,000.

Similarly, the Los Angeles County Metropolitan Transportation Authority has committed to transitioning its entire bus fleet to zero emissions by 2030, with significant progress already made in electrifying certain bus lines.

However, the future of federal policy towards electric vehicles in the U.S.

remains uncertain.

In summary, the transition to electric heavy-duty vehicles presents significant environmental advantages, including substantial reductions in GHG emissions and air pollutants.

Ongoing technological advancements, supportive policies, and successful case studies underscore the potential for widespread adoption of electric buses and trucks in the coming years.

Some of the main markets for electric trucks include delivery vans, shuttle buses, and utility or work trucks, each of which has its own set of challenges.

Where Plug-In Hybrid Electric Vehicle ("PHEV") have greater operational flexibility, and require less charging infrastructure, Battery Electric Vehicles ("BEV") can be either short range, which can charge quickly and operate with limited interruption, or long range, which requires longer charging times but more intraday operational flexibility.

Where hybrid electric vehicles have greater operational flexibility, and require less charging infrastructure, battery electric vehicles can be either short range, which can charge quickly and operate with limited interruption, or long range, which requires longer charging times but more intraday operational flexibility.

Because of charging needs and restrictions, we believe short-haul fleet vehicles that operate in a limited geographic area and return to central locations, such as delivery vans and shuttle buses, are the best candidates for electrification.

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Increasing investment in the sector from public and private sources, however, is expected to generate growth and significantly increase the number of electric trucks and buses on the road in the near term.

Upfront costs associated with electric trucks and buses are expected to decline significantly through 2030 as battery prices fall, making them competitive on a total cost of ownership ("TCO") basis.

School buses present another significant potential market for electrification.

has approximately 480,000 school buses that are particularly well suited to running solely on electricity.

Traditional diesel school buses, which make up over half the total fleet, not only consume large amounts of fuel - more than 800 million gallons of diesel a year in the United States, at a fuel economy of only 4–5 mpg - but also directly impact children with tailpipe emissions.

In response, the EPA committed to distributing $5 billion over five years via the Clean School Bus Program.

In 2022, the EPA allocated approximately $1 billion in funding and again in 2023 as part of this program.

The awards will cover the initial cost of acquiring most buses and will subsidize charging hardware and infrastructure.

Upfront costs associated with electric trucks and buses are expected to decline significantly through 2030 as battery prices fall, making them competitive on a total cost of ownership basis.

— Federal Laws and Incentives

There are numerous U.S.

legislative efforts underway to accelerate the adoption of electric vehicles.

In January 2021, President Biden signed into effect the “Buy America” executive order, which among other objectives, will see a transition of U.S.

Government fleet to U.S.-manufactured electric vehicles, thus creating a large market opportunity for Class 3, 4 and 5 electric trucks.

The order equates to approximately $25 billion in total value and will replace approximately 456,000 government vehicles with U.S.

manufactured electric vehicles.

During the first few months of 2025, the Trump administration introduced significant change in the prior administration’s positions and policies supporting electric vehicles.

As part of the Executive Order 14154, the Trump administration eliminated the “electric vehicle mandate,” specifically directing the termination of state emissions waiver programs and other subsidies exclusively designed to support the electric vehicle market.

Executive Order 14154 also paused all funding disbursed under the IRA and the IIJA directed at “Green New Deal” infrastructure and specifically mentioned electric vehicle charging stations as an industry subject to the pause.

In March 2025, the EPA announced that EPA would be reconsidering vehicle emissions regulations but have not yet announced any proposed changes.

Along with holding many U.S.

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Furthermore, with the Alternative Fuel Infrastructure Tax Credit, depending on the size of the chargers, businesses are eligible for a tax credit of up to 30% of the cost of the chargers and infrastructure, up to $100,000 per unit.

Additionally, the Senate passed the Inflation Reduction Act, the budget reconciliation bill that includes $3 billion over five years to establish a new grant program to install electrified equipment and reduce emission at ports.

Additionally, the Senate passed the IRA, the budget reconciliation bill that includes $3 billion over five years to establish a new grant program to install electrified equipment and reduce emission at ports.

Each of these credits may be subject to amendment, reduction, or elimination in Congress’s upcoming reconciliation bill.

We source components and parts to build our all-electric vehicles from suppliers globally, and the importation of these parts, components and vehicles to North America are subject to tariffs which have recently increased and may increase further in the future.

In particular, electric vehicles and electric vehicle batteries that are imported from China to the United States became subject to a 100% and 25% tariff, respectively, in 2024.

In March 2024, the Trump administration imposed a 20% additional tariff on all goods imported from China.

While the tariffs on electric vehicles imported from China may increase competitiveness within the U.S.

market, these tariffs are also expected to increase the costs of manufacturing electric vehicles in the U.S.

The Trump administration’s inconsistent tariff policies have also contributed to declines in major stock indices.

The S&P 500 and Nasdaq Composite experienced significant downturns since the start of 2025, with concerns over tariffs potentially accelerating inflation and creating uncertainty for business leaders.

In addition, on January 29, 2025, Secretary of Transportation directed the Department of Transportation to rescind existing corporate average fuel economy standards and eliminate electric vehicle incentives.

In March 2025, the EPA announced a formal reconsideration of the 2009 Endangerment Finding that classified greenhouse gases as harmful to human health.

This finding is the legal underpinning of a host of climate regulations for motor vehicles, power plants and other pollution sources.

In summary, recent policy shifts have significantly altered the trajectory of electric vehicle adoption and environmental regulations in the U.S.

The rollback of incentives, imposition of tariffs, and deregulatory measures have created a complex landscape for manufacturers, consumers, and policymakers involved in the electric vehicles sector.

U.S.—State Laws and Incentives

states, California is notable for pioneering a number of measures that have encouraged electric vehicle production and adoption, and that have since been emulated by other jurisdictions.

These incentives include tax credits and rebates for both individual and fleet owners, HOV lane access, and various grant and loan programs.

Besides setting the nation’s most stringent tailpipe emissions standards, California has required automakers to produce increasing percentages of zero-emission vehicles, of which electric vehicles make up a significant portion, along with creating a market that allows manufacturers to buy and sell credits awarded for selling electric vehicles.

California, New York and New Jersey have also implemented voucher programs that significantly reduce the cost to purchase an electric vehicle in their respective states, with additional cost reductions for businesses that meet certain criteria such as minority-, veteran-, or women- owned or locating in a low-income area.

Furthermore, California and New York have introduced legislation to completely ban the sale of internal combustion engines and fossil fuel vehicles by 2035.

See “—Governmental Programs and Incentives” for additional discussion of certain relevant incentive programs.

Numerous U.S.

states continue to play a central role in the promotion and adoption of electric vehicles, including zero-emission medium- and heavy-duty commercial vehicles (Class 4–8).

Among these, California remains a leader in electric vehicles policy, having pioneered regulations and incentive programs that have since been adopted or adapted by other jurisdictions.

California offers a suite of incentives for both individual and fleet electric vehicle owners, including tax credits and rebates, access to high-occupancy vehicle lanes, and various grant and loan programs.

California maintains the nation’s most stringent tailpipe emissions standards and continues to implement the Zero-Emission Vehicle ("ZEV") program, which mandates automakers to produce an increasing percentage of zero-emission vehicles.

These regulations have fostered the creation of a market for trading compliance credits among manufacturers, further incentivizing electric vehicles production and sales.

California, New York, and New Jersey have also implemented voucher-based programs that significantly lower the cost of electric vehicles for both individuals and businesses.

These programs offer additional incentives for qualifying entities, including minority-, women, and veteran-owned businesses and those operating in designated low-income or disadvantaged communities.

Furthermore, California and New York have enacted legislation to ban the sale of new internal combustion engine (“ICE”) vehicles by 2035, establishing long-term regulatory clarity and market demand for zero-emission alternatives.

Key state-level commercial vehicle incentives include:

California – HVIP (Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project):

Offers point-of-sale vouchers ranging from $20,000 to over $120,000 per eligible Class 4–8 vehicle, depending on vehicle size, fuel type, and fleet characteristics.

Bonus incentives are available for vehicles operating in disadvantaged communities.

New Jersey – NJZIP (New Jersey Zero Emission Incentive Program):

Provides vouchers up to $175,000 per Class 4–8 zero-emission vehicle.

Small businesses, minority-, women-, and veteran-owned enterprises may qualify for additional bonus incentives.

New York – NYTVIP (New York Truck Voucher Incentive Program):

Offers vouchers of up to $215,000 per battery-electric Class 4–8 truck and up to $385,000 for transit buses.

Fleets operating in environmental justice communities or owned by disadvantaged businesses receive priority funding.

Texas – Texas Emissions Reduction Plan (TERP):

While primarily focused on emissions reductions from ICE vehicles, TERP provides funding for fleets replacing older diesel trucks with new zero-emission alternatives.

Texas also offers a $2,500 light-duty electric vehicles rebate.

Pennsylvania – Medium- and Heavy-Duty Zero Emission Vehicle (ZEV) Grant Program:

Offers funding to replace Class 4–8 diesel vehicles with zero-emission models.

Grants may cover up to 90–100% of project costs for government or financially distressed municipalities.

Colorado – Clean Fleet Vehicle and Charging Incentives:

Offers stackable grants and tax credits for commercial electric vehicle purchases and infrastructure installation.

Incentives scale with vehicle weight and community impact.

Utah – Heavy-Duty Alternative Fuel Vehicle Tax Credit:

Provides up to $12,000 per vehicle (phasing down annually) for eligible alternative fuel Class 4–8 vehicles.

These state initiatives complement federal programs, including the Commercial Clean Vehicle Credit, which as of 2024 provides a tax credit of up to $40,000 per qualifying commercial vehicle over 14,000 lbs.

(Class 4–8), and the Alternative Fuel Infrastructure Tax Credit, which offers up to 30% of the cost of commercial charging stations, capped at $100,000 per unit.

These policies collectively provide a supportive regulatory and financial framework for fleet operators and manufacturers investing in electric commercial vehicle platforms.

They also create an opportunity for companies positioned to supply zero-emission trucks and infrastructure to high-demand urban corridors, port areas, and disadvantaged communities aligned with state climate and environmental justice goals.

We are a provider of purpose-built zero-emission electric vehicles focused on reducing the total cost of ownership.

Our vehicles are manufactured by OEMs locate d in China, Malaysia and the Philippines and m arketed, sold, warrantied and serviced through our developing distribution and service network.

Our vehicles are manufactured by OEMs locate d in China and Malaysia and m arketed, sold, warrantied and serviced through our developing distribution and service network.

Our vehicles are designed to help fleet operators unlock the benefits of technology that reduces GHG, NOx, PM and other pollutants, as well as to address the challenges of lo cal, state and federal regulatory compliance and traditional-fuel price cost instability.

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Our technology is designed to reduce fuel budgets and maintenance costs by eliminating or reducing reliance on traditional petroleum-based fuels through the use of more energy efficient and less variably priced grid-provided electricity.

Prolong Lives of Existing Vehicles .

• Reduce Maintenance Costs of Existing Vehicles.

Zero-emission electric vehicles generally have lower maintenance costs.

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We intend to capitalize on these opportunities by pursuing the following key strategies:

Develop Sales Staff .

Due to coronavirus ("COVID-19") pandemic impacts and to other business challenges in 2020, we had to eliminate our in-house sales team in 2020.

We have not been able to reestablish our sales team during 2021, 2022 and 2023 to help our current and future customer base, and instead relied primarily on our executives to work on sales activity.

Our executives, on a limited basis, also engaged industry consultants with ties to trucking fleets, county and city transportation managers, as well as school districts and an extensive dealer network to assist with the sales activity.

Build VSP Fleet Sales and Develop Sales Staff.

Following the impact of the COVID-19 pandemic and associated economic challenges in 2020, we eliminated our in-house sales team.

While we were unable to fully reestablish a dedicated sales force through 2021, 2022, and 2023, we began rebuilding our commercial sales team in 2024.

We supplemented these efforts with executive-led outreach, as well as collaboration with industry professionals with established relationships in the commercial trucking sector, municipal and state transportation departments, and school districts.

As we saw the growing demand for electric logistics vans with independent Vehicle Service Providers (“VSPs”) that have service contracts under franchise agreements with major retailers we engaged Plugd as a dealer and partner that would buy and lease our electric vans to these VSPs.

The VSPs have been slow to purchase or lease fleets and requirements of building specific Class 2 Vans have not been as quick to convert to sales as expected.

While we shall continue to work towards VSP fleet sales, we will also focus on building our internal sales team to set up physical dealers in key states such California, New Jersey, New York, and Texas, and other states that have heavy incentives for our electric vehicle products.

Build Dealership and Service Networks.

We are building an international dealership and service network for the sales and service of our purpose-built zero-emission electric commercial vehicles either manufactured by or for us.

We plan to continue with a buildout of our dealership and service network to support sales, delivery, and post-sale service of our purpose-built, zero-emission electric commercial vehicles.

In 2024, we added a New Jersey service center to fully support our largest customer base which is in the New Jersey corridor between New York City and Philadelphia.

We have invested in a full- service station with battery services to make sure there is support for our New Jersey customers.

We have invested in a full-service station with battery services to make sure there is support for our New Jersey customers.

We also plan to open a service center in Houston, Texas.

In addition to our buildout of our service centers, we plan to build out dealer service centers, which will include a parts department to create additional revenue for our company as well as our dealers as well as provide warranty work and a program for dealers.

We also plan to develop training programs for our dealers to support their sales efforts.

We plan to have a strong focus on building out our California dealers as we have submitted our new model year vehicles to CA HVIP which we believe should qualify for state incentives that we expect to drive small business and fleet sales in the state of California.

Develop Third-Party Relationships.

We have completed existing negotiations with partners and are seeking additional partners for sales, service and support.

We finalized several strategic partnerships in 2024 and remain actively engaged in discussions to expand our relationships with third-party service providers, suppliers, upfitters, technology integrators, and distribution partners.

These relationships are key to supporting our vehicle deployments and ensuring customer satisfaction across target geographies and vehicle classes.

Provide Demonstrations.

We have been and continue to seek out and respond to local, state and federal pilot demonstration opportunities in interest areas for which we have relevant current product offerings or in areas of interest that are congruent with product(s) that are on our product development roadmap, but still in early-stage development.

In 2023 , we participated in numerous events across the United States, Canada and Asia that demonstrated our product offerings.

We plan to have product demonstrations to key fleet services and government agencies.

These demonstrations remain a key element of our market development strategy, particularly as new product classes move from prototype to commercialization.

Obtain Approvals from Incentive Programs.

Our products have been approved for various local, state and federal vehicle designations and incentive programs.

For example, the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (“HVIP”) administered by CARB was meant to accelerate the purchase of cleaner, more efficient trucks and buses in California.

Our products are currently approved for voucher programs in California and New Jersey.

Our class 4 through 8 vehicles also qualify for up to $40,000 of the federally available tax credit.

Our vehicles have been approved for several critical state and federal incentive programs.

As of 2024, our Class 4 through 8 vehicles remain eligible for the Commercial Clean Vehicle federal tax credit of up to $40,000 per vehicle.

Our new products have also been submitted to be eligible under the California HVIP program and to continue under the New Jersey NJZIP voucher program, among others.

These programs materially reduce the total cost of vehicle ownership for our customers and increase our competitive positioning.

Grow Our Manufacturing, Installation and Service Capability.

In 2023 , we increased our integration efforts and began completing the final assembly of sub-assembly components at our Osceola, Arkansas facility.

In 2024, we also intend to install the manufacturing equipment in Osceola required to begin producing our vehicles ourselves in the United States.

As facility space and technician time requirements at partners are exceeded, we intend to consolidate manufacturing, installation and service of our zero-emission vehicles in Osceola as we work towards becoming a fully integrated electric vehicle manufacturer.

Technical Support .

We anticipate adding additional technicians to expand our resources for supporting the maintenance, warranty work or repairs that any vehicle we have sold or that contains our vehicles may require.

Introduce New Products .

As new markets develop, we plan to expand our zero-emission vehicles and systems into ancillary product verticals, such as charging infrastructure (also called Electric Vehicle Service Equipment), stationary energy storage, vehicle-to-grid hardware and capabilities.

In 2024, we made substantial progress in expanding our operational footprint at our Osceola, Arkansas facility.

We began final assembly and integration of vehicle sub-systems at this location.

We built a battery balancing room within the facility to house battery components and perform battery assembly and balancing tasks.

We plan to o pen up our h eadquarters in Houston, Texas as we believe having administrative functions in a large metro area will give us larger access to executive level talent and l ogistics customers that operate from Houston.

We also plan to open a final assembly and pre-delivery location for sales and support within the Houston and the broader Texas region.

The Houston location will also house R&D (as defined below) , engineering, and sales efforts for us as well as production and logistics functions for the recent Maddox Acquisition.

Expand Technical Support Capabilities.

In response to growing customer demand and vehicle deliveries, we have expanded our technical support team, including the hiring of additional service technicians and field support staff.

These resources are focused on providing maintenance, diagnostics, warranty support, and repairs for deployed vehicles in both domestic and international markets.

Introduce New Products and Platforms.

As market demand for electrification expands, we plan to grow our product offerings beyond vehicle platforms.

Our development roadmap includes the integration of Electric Vehicle Supply Equipment, vehicle-to-grid hardware, stationary energy storage systems, and advanced power management technologies.

These complementary offerings will enable us to provide fleet customers with a more complete zero-emission transportation ecosystem.

Our Customers

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We believe that we have adequate supplies and access to the sources of the systems, components and materials to meet our current and anticipated future production and supply requirements.

As of December 31, 2023, we had a backlog of 5 zero-emission Class 4 trucks and 19 zero-emission Class 4 cargo vans, which consists of unfilled firm orders for products undersigned contracts with customers.

As of December 31, 2024 , we had a backlog of two zero-emission Class 4 trucks and 42 zero-emission Class 4 cargo vans, which consists of unfilled firm orders for products undersigned contracts with customers.

As of December 31, 2024 , we h a d 22 employees in total, whi c h are all full-time employees.

None of our employees are covered by collective bargaining agreements and we believe our employee relations are good.

The electric vehicle market is highly competitive, and we expect it to become even more so in the future as additional companies launch competing products and vehicle offerings.

We also compete with other alternative energy technologies, such as natural gas, propane and hybrid technologies.

Our primary direct electric competitors include small- to mid-size companies that produce or plan to produce vans and trucks for commercial use.

These direct competitors include companies such as GreenPower Motor Company, which has a broad-based line-up of purpose-built electric vehicles that include low floor transit buses, school buses and minibuses;

Canoo, which is developing a battery electric minivan;

and Lion Electric Company, a Canadian-based manufacturer of Type C all-electric school buses, mini buses and a Class-8 truck.

We also may compete with large traditional vehicle manufacturers such as Ford, Volvo, Mercedes-Benz and Navistar.

These traditional vehicle manufacturers have begun producing, or plan to produce, electric vans, buses and trucks for commercial use.

None of our employees were covered by collective bargaining agreements and we believe our employee relations are good.

The electric vehicle market has experienced significant turbulence, with numerous companies facing financial challenges, restructuring, or ceasing operations altogether.

The electric vehicle market remains highly competitive, with both established manufacturers and new entrants striving to capture market share.

Traditional automotive companies, such as Ford and General Motors, continue to invest heavily in electric vehicle development despite facing operational challenges.

Newer companies like Rivian are working to overcome production hurdles to establish a foothold in the market.

The recent bankruptcies and operational difficulties among several electric vehicle startups highlight the volatility and capital-intensive nature of the industry.

As the market evolves, companies with robust financial backing, scalable production capabilities, and strong strategic partnerships are better positioned to navigate the challenges inherent in the electric vehicle sector.

Intellectual Property

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This is especially true over the next five to ten years.

With the federal government allocating $5 billion for the Clean School Bus Program, another $5 billion for the National Electric Vehicle Infrastructure program, $3 billion over 5 years to establish a new grant program to install electrified equipment and reduce emission at ports and federal tax incentives, there are significant funds available to purchase electric vehicles.

While the federal government previously allocated $5 billion for the Clean School Bus Program, another $5 billion for the National Electric Vehicle Infrastructure program, $3 billion over 5 years to establish a new grant program to install electrified equipment and reduce emission at ports and federal tax incentives, the status of this funding and several other related programs remains uncertain due to the current Trump administration’s change in policies and pause on any funding for any “Green New Deal” infrastructure under the IRA.

While we do not yet know the nature of these policy changes, such changes may have a material and adverse effect on the implementation and continued existence of key electric vehicles support programs.

Overview of Incentive Programs Most Applicable to Our Products

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In particular, California’s zero-emission vehicle mandate, which requires a percentage of an automobile manufacturer’s sales to be zero-emission vehicles, has resulted in numerous incentive programs designed to accelerate the purchase and/or repower of cleaner, more efficient vehicles in California.

We anticipate that the relevant aggregate funding available in California alone over the next several years may be in excess of $800 million, which includes federal, state and Volkswagen settlement funding sources.

Clean Truck and Bus Voucher Incentive Project ( “ HVIP ” )

HVIP is a CARB program administered by CALSTART, the purpose of which is to help speed the early market introduction of clean, low-carbon hybrid and electric trucks and buses.

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On November 17, 2022, CARB approved the Fiscal Year 2022-23 Funding Plan for Clean Transportation Incentives, which included an allocation of over $1.7 billion to be administered by HVIP.

On November 16, 2023, CARB approved the Fiscal Year 2023-2024 Funding Plan for Clean Transportation Incentives, which included an allocation of $80 million to be administered through HVIP.

On November 21, 2024, CARB approved the Fiscal Year 2024-25 Funding Plan for Clean Transportation Incentives, which did not include any additional allocation funding to HVIP for Fiscal Year 2024-2025 due to limited funds and needs of other project categories.

Funds from previous years are expected to support HVIP until the next budget appropriation.

HVIP vouchers range in amounts depending on the gross vehicle weight of the purchased vehicle and the number of vehicles purchased.

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New York Truck Voucher Incentive Program ("NYTVIP")

NYT-VIP is a first-come, first-served incentive program funded by the New York State Energy Research & Development Authority.

NYTVIP is a first-come, first-served incentive program funded by the New York State Energy Research & Development Authority.

The structure and process for fleets to secure incentives is similar to that of HVIP discussed above.

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We were named an approved dealership in the summer of 2020, and our vehicles are included on the NYTVIP eligible vehicle list for the program.

As of February 10, 2023, the New York State Energy Research & Development Authority website reported $66.3 million in total funding availability under NYTVIP.

As of March 2024, the New York State Energy Research & Development Authority website reported $46.1 million in total funding availability under NYTVIP.

New York School Bus Incentive Program ( “ NYSBIP ” )

As of January 31, 2024, NYTVIP no longer funds school buses.

Funding for zero emission school buses and charging equipment is now awarded separately through NYSBIP.

In the 2022 budget, the New York State Legislature and Governor established a deadline for the transition to zero-emission school buses.

Specifically, all school buses purchased in New York State must be zero-emission buses by 2027 and all school buses operating within the state must be zero-emission by 2035.

Further, in 2022, voters across New Yorkers voted to approve the Clean Air, Clean Water and Green Jobs Environmental Bond Act (“Bond Act”), which includes $500 million to support the transition to zero-emission buses.

New York State Energy Research & Development Authority established NYSBIP to distribute the Bond Act funding to school districts to achieve the state’s zero-emission goals and assist school districts in complying with the zero-emission school bus mandate.

New York City Clean Trucks Voucher Program ("NYCCTVP")

In support of the transition to all-electric vehicles, in early February, 2020, New York City Mayor Bill de Blasio signed an executive order requiring electrification of the city’s entire municipal vehicle fleet by 2040.

In support of the transition to all- electric vehicle s, in early February 2020, New York City Mayor Bill de Blasio signed an executive order requiring electrification of the city’s entire municipal vehicle fleet by 2040.

In October 2020, we were named an approved dealership and our vehicles have been listed on the eligible vehicles list for the New York City Clean Trucks Program.

This program provides funding for new electric truck purchases by New York City customers to replace and scrap older polluting Internal Combustion Engine ("ICE") vehicles.

This program provides funding for new electric truck purchases by New York City customers to replace and scrap older polluting ICE vehicles.

The rebate incentive funding program provides New York City fleet owners $100,000 per vehicle for an all-electric Class 4 truck sold to them by Envirotech, and $125,000 per vehicle for a Class 5 all-electric truck.

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New Jersey Zero Emissions Incentive Program ("NJZIP")

The New Jersey Zero Emissions Incentive Program is a $90 million pilot voucher program that supports businesses and institutions purchasing new, zero-emission vehicles operating in the New Jersey by offering up to $175,000 towards the purchase of battery-electric vehicles.

The New Jersey Zero Emissions Incentive Program is a $90 million pilot voucher program that supports businesses and institutions purchasing new, zero-emission vehicles operating in New Jersey by offering up to $175,000 towards the purchase of battery-electric vehicles.

In June 2021, we were named an approved vendor in the program.

The program will fund vouchers ranging in value from $20,000 to $175,000 for businesses and institutional organizations looking to transition their fleets to zero emissions.

Bonuses will be available for small businesses and minority-, women-, and veteran-owned businesses.

Bonuses are available for small businesses and minority-, women-, and veteran-owned businesses.

NJZIP is funded by proceeds allocated to the New Jersey Economic Development Authority by the Regional Greenhouse Gas Initiative (“RGGI”) for the purposes of reducing harmful emissions, especially in communities disproportionately impacted by transportation emissions, and creating economic opportunity within the state.

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For example, California, Illinois, Indiana, Michigan and Ohio have each allocated funds directly to electric school bus projects.

The California program will provide per vehicle incentives of $750,000.

For instance, California’s Zero-Emission School Bus and Infrastructure project provides per vehicle incentives of up to $375,000.

These states have been in the process of funding their initial rounds or are developing specific funding plans.

We have engaged with several of these states to support the development of such plans, including funding the purchase of other commercial vehicles, provided that the buyer surrenders a qualifying existing fossil-fueled vehicle in order to qualify for the funding.

California Air Resources Board ( “ CARB ” )

CARB gathers air quality data for the State of California, ensures the quality of this data, designs and implements air models, and sets ambient air quality standards for the state, with a particular focus on regulating tailpipe emissions and other mobile sources.

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CARB awards grants and funds through the Air Quality Improvement Program (AB 118), the Carl Moyer Program, the Voucher Incentive Program for enhanced fleet modernization and emission reduction, and the Lower- Emission School Bus Program/School Bus Retrofit and Replacement Account.

In February 2020, the CARB staff held a workshop to discuss a new fleet rule that will target a 100% zero-emission truck and bus fleet for the state of California by 2045.

The rule making being considered enjoys broad political support, and has some precedent (e.g., the Advanced Clean Transit rule).

We will monitor future actions on the proposal.

California Energy Commission ( “ CEC ” )

On June 25, 2020, CARB passed the Advanced Clean Truck Regulation, requiring truck manufacturers to sell increasing percentages of zero-emission trucks starting with the 2024 model year.

Numerous other states have adopted California’s standards established under this rule.

More recently, on April 28, 2023, CARB issued the Advanced Clean Fleets Rule that would require owners of medium- and heavy-duty vehicle fleets to begin their transition toward zero-emission vehicles starting in 2024.

California Energy Commission (

The California Energy Commission has several core responsibilities, including but not limited to setting energy policy, developing renewable energy, achieving energy efficiency, and transforming California’s transportation infrastructure.

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State transportation departments may spend CMAQ funds on projects that reduce ozone precursors, and at least 16 states have used CMAQ funds for alternative fuel vehicle projects (such as purchasing electric or hybrid vehicles).

Funding for this program is authorized through the IIJA and may be subject to pause in funding implemented under Executive Order 14154.

Commercial Clean Vehicle Credit

Businesses and tax-exempt organizations that buy a qualified commercial clean vehicle may qualify for a clean vehicle tax credit of up to $40,000 under Internal Revenue Code (IRC) 45W.

The maximum credit is $7,500 for qualified vehicles with gross vehicle weight ratings (GVWRs) of under 14,000 pounds and $40,000 for all other vehicles.

The maximum credit is $7,500 for qualified vehicles with GVWRs of under 14,000 pounds and $40,000 for all other vehicles.

This tax credit may be subject to amendment or elimination in 2025 reconciliation bill.

Zero Emissions Airport Vehicle ("ZEAV") and Infrastructure Incentives

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Eligible applicants are school districts, state and local government programs, federally recognized Native American tribes, non-profit organizations, and eligible contractors.

Funding for this program is authorized through the IIJA and is likely subject to the Executive Order 14154’s funding pause directed at electric vehicles infrastructure or subsidy programs.

Heavy-Duty Zero Emission Vehicle ("ZEV") and Infrastructure Grants

By the early spring of 2024, the EPA is expected to create a grant program for heavy-duty ZEVs and associated infrastructure.

Grant award amounts vary and may cover up to 100% of total project costs.

The Inflation Reduction Act invests $1 billion to replace dirty heavy-duty vehicles with clean, zero-emission vehicles, support zero-emission vehicle infrastructure, and to train and develop workers.

The EPA will be distributing this $1 billion in funding for clean heavy-duty vehicles between now and 2031.

$400 million is designated for communities in nonattainment areas.

During the Biden administration, EPA announced its plan to create a grant program for heavy-duty ZEVs and associated infrastructure by spring 2024.

The IRA invested $1 billion to replace dirty heavy-duty vehicles with clean, zero-emission vehicles, support zero-emission vehicle infrastructure, and to train and develop workers.

The EPA planned on distributing this $1 billion in funding for clean heavy-duty vehicles between 2024 and 2031.

On March 12, 2025, the EPA announced that it would be reconsidering heavy-duty vehicle emissions regulations promulgated during the Biden administration.

It is likely that these grants will be paused, eliminated, or amended to expand grant eligibility to include non-electric vehicles.

Diesel Emissions Reduction Act ("DERA")

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DERA includes programs for existing diesel fleets, regulations for clean diesel engines and fuels, and regional collaborations and partnerships.

Funding for the DERA program was created under the Energy Policy Act of 2005.

The Trump administration has not indicated that this program will be amended or eliminated.

Other State Incentives

Most state provides a variety of electric vehicle incentives, as well as private enterprises incentives.

Most state provides a variety of electric vehicles incentives, as well as private enterprises incentives.

The states with the most significant state-specific incentives include California, New Jersey, New York and Massachusetts.

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The additional credit programs allow manufacturers of engines and vehicles to be eligible to generate credits if they demonstrate improvements in excess of the standards established in the rule prior to the model year the standards become effective or if they introduce advanced or innovative technology engines or vehicles.

On March 12, 2025, the EPA announced that it would be reconsidering medium-duty and heavy-duty vehicle emissions regulations, signaling a rollback of emissions standards.

The extent to which these regulations will be changed is unknown, but it is likely that restrictions on vehicle emission limits will be reduced or eliminated.

Vehicle Safety and Testing

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The requirements for shipments of these goods vary by mode of transportation, such as ocean vessel, rail, truck and air.

Business Developments and Operational Updates

As part of the Company’s ongoing growth strategy, several significant operational initiatives and partnerships were pursued and announced in recent periods.

The following provides context and updates on these developments, including matters relating to property acquisition, production agreements, incentive programs, and financing discussions.

Osceola Facility Development and Acquisition

The Company has entered into a purchase agreement, through its wholly owned affiliate 1425 Ohlendorf Road LLC, for a manufacturing facility located in Osceola, Arkansas.

While a contractual framework was established and the Company commenced investment in the facility under a lease agreement, the transaction has not yet closed, and legal title to the property has not yet transferred.

Discussions with the City of Osceola are ongoing and have involved revisions to certain terms, including facility improvements, easement arrangements, and purchase conditions.

The Company continues to work diligently toward finalizing the transaction and enhancing the facility to support future production capacity.

Arkansas Incentive Program Engagement

The Company engaged with the Arkansas Economic Development Commission (AEDC) regarding potential state-level incentive support for its Arkansas-based operations.

AEDC provided a proposal outlining the potential for up to $27 million in incentives, subject to various approvals, documentation, and performance thresholds.

While initial steps were taken to align with program requirements, the final agreement was not executed by AEDC, and the proposed incentive package remains subject to formalization.

The Company remains in contact with relevant stakeholders and continues to explore avenues of support for its activities in the region.

Production for International Fleet Operators

The Company entered into a right-hand drive electric school bus development initiative for a Southeast Asia-based transportation provider, Yeap Transport Services.

Development and homologation efforts were completed to meet applicable standards.

However, due to unforeseen changes in leadership within the customer organization, the Company was notified in late 2024 that the program would not proceed.

Discussions regarding potential redeployment of those units are ongoing as part of the Company’s broader international strategy.

Customer Orders and Strategic Agreements

From time to time, the Company announces the execution or anticipated execution of agreements with distributors, customers, or funding partners.

In certain cases, these arrangements may be subject to further documentation, execution of final purchase orders, or third-party approvals.

An anticipated vehicle purchase arrangement with DaVinci Innovations was discussed and included early-stage dealership activity, though no final binding purchase order has been received to date.

Discussions with capital providers, including Karla Mae Capital, involved exploration of non-dilutive financing mechanisms.

A related purchase order discounting facility for up to $10 million was subsequently finalized with GOBA Capital, reflecting the Company’s continued pursuit of flexible funding options to support growth.

Sales Incentive Programs

As part of its participation in the New Jersey Zero-Emission Incentive Program (NJ ZIP), the Company has delivered a cumulative total of 76 vehicles to qualified recipients since its initial involvement in 2021.

These deliveries occurred over the course of the program and reflect the Company’s commitment to supporting clean vehicle deployment in key markets.

What changed 10-K

Item 1. Business