NextGen Acquisition Corporation (NASDAQ:NGAC) (“NextGen”) a
publicly-traded special purpose acquisition company, reminds its
shareholders to vote in favor of the approval of NextGen’s proposed
business combination with Xos, Inc. (“Xos” or the “Company”), a
leading manufacturer of fully electric Class 5 to Class 8
commercial vehicles, and the related proposals to be voted upon at
NextGen’s extraordinary general meeting on August 18, 2021.
The extraordinary general meeting of NextGen’s shareholders to
approve, among other things, the proposed business combination will
be held in a virtual format and physically at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP located at One
Manhattan West, New York, NY 10001 on August 18, 2021 at 9:00 a.m.
Eastern Time or virtually via live webcast at
https://www.cstproxy.com/nextgenacq/sm2021. NextGen strongly
recommends that shareholders attend the meeting virtually.
NextGen’s shareholders of record as of the close of business on the
record date of July 2, 2021 (the “Record Date”) should submit their
vote promptly and no later than 11:59 p.m. Eastern Time on August
17, 2021.
It remains important that all holders who owned NextGen’s
shares as of July 2, 2021 – even if they have since sold their
shares – vote by 11:59 p.m. Eastern Time on August 17, 2021 to
ensure the deal proceeds in a timely manner.
We recommend that you vote your shares online, though you may
also vote by mail or telephone. More information on how to vote
can be found at https://www.nextgenacq.com/vote.html or, if you
hold in street name, by following the instructions provided by your
broker, bank or other nominee on the Voting Instruction Form mailed
or e-mailed to you. If you did not receive or have misplaced your
Voting Instruction Form, contact your bank, broker or other nominee
to obtain your control number in order to vote.
Holders of NextGen’s shares who need assistance voting or have
questions regarding the extraordinary general meeting may contact
NextGen’s proxy solicitor, Morrow Sodali LLC, toll-free at
toll-free at (800) 662-5200 or (203) 658-9400 or by email at
NGAC.info@investor.morrowsodali.com.
About NextGen
NextGen Acquisition Corporation is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. NextGen is led by
George Mattson, a former Partner at Goldman, Sachs & Co., and
Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice
Chairman of the Carlyle Group. NextGen is listed on NASDAQ under
the ticker symbol "NGAC." For more information, please visit
www.nextgenacq.com.
About Xos, Inc.
Xos, Inc. is an electric mobility company dedicated to making
fleets more efficient. Xos designs and develops fully electric
battery mobility systems specifically for commercial fleets. The
company’s primary focus is on medium- and heavy-duty commercial
vehicles that travel on “last mile” routes (i.e. predictable routes
that are less than 200 miles per day). The company leverages its
proprietary technologies to provide commercial fleets zero emission
vehicles that are easier to maintain and more cost-efficient on a
total cost of ownership (TCO) basis than their internal combustion
engine and commercial EV counterparts. For more information, please
visit www.xostrucks.com.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This document relates to a proposed transaction between Xos and
NextGen. This document is not a proxy statement or solicitation of
a proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. In connection with
the proposed transaction, NextGen filed a registration statement on
Form S-4 with the SEC on May 14, 2021, as amended on June 25, 2021,
July 22, 2021, July 28, 2021 and July 29, 2021, which was declared
effective by the SEC on July 30, 2021 and includes a document that
serves as a prospectus and proxy statement of NextGen (the “proxy
statement/prospectus”). A definitive proxy statement/prospectus has
been mailed to all NextGen’s shareholders of record as of July 2,
2021, the record date established for the extraordinary general
meeting of shareholders relating to the proposed transaction.
NextGen also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of NextGen are urged to read the
registration statement, the proxy statement/prospectus included
therein and all other relevant documents filed or that will be
filed with the SEC in connection with the proposed transaction as
they become available because they will contain important
information about the proposed transaction. Investors and security
holders may obtain free copies of the registration statement, the
proxy statement/prospectus included therein and all other relevant
documents filed or that will be filed with the SEC by NextGen
through the website maintained by the SEC at www.sec.gov. The
documents filed by NextGen with the SEC also may be obtained free
of charge at NextGen’s website at
https://www.nextgenacq.com/nextgen-i.html or upon written request
to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Xos and NextGen, including
statements regarding the anticipated timing of the transaction and
the products, customers and markets of Xos. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of NextGen’s securities, (ii) the risk that the transaction may not
be completed by NextGen’s business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by NextGen, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders
of NextGen, the availability of the minimum amount of cash
available in the trust account in which substantially all of the
proceeds of NextGen's initial public offering and private
placements of its warrants have been deposited following
redemptions by NextGen’s public shareholders and the receipt of
certain governmental and regulatory approvals, (iv) the lack of a
third party valuation in determining whether or not to pursue the
proposed transaction, (v) the inability to complete the PIPE
investment in connection with the transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vii) the effect of the
announcement or pendency of the transaction on Xos’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Xos and potential difficulties in Xos employee
retention as a result of the transaction, (ix) the outcome of any
legal proceedings that may be instituted against Xos or against
NextGen related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of NextGen’s
securities on a national securities exchange, (xi) the price of
NextGen’s securities may be volatile due to a variety of factors,
including changes in the seven competitive and regulated industries
in which NextGen plans to operate or Xos operates, variations in
operating performance across competitors, changes in laws and
regulations affecting NextGen’s or Xos’ business, Xos’ inability to
implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xii)
the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) the risk
of downturns and a changing regulatory landscape in the highly
competitive electric vehicle industry. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties described
in the “Risk Factors” section of NextGen’s registration statement
on Form S-1 (File No. 333-248921), the registration statement on
Form S-4 discussed above, the definitive proxy statement/prospectus
and other documents filed or that may be filed by NextGen from time
to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward looking statements, and Xos and NextGen
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Xos nor NextGen gives any
assurance that either Xos or NextGen, or the combined company, will
achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210812005488/en/
Xos Investor Relations investors@xostrucks.com
Xos Media Relations press@xostrucks.com
NextGen info@NextGenacq.com
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