UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2025, Phoenix Motor Inc. (“Phoenix” or the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Shandong Maolin Sida Automobile Co., Ltd. (“Maolin Sida”), Mengzhou Enbowei Automobile Technology Co., Ltd. (“Enbowei”) and the individual shareholders of Enbowei.
Under the Cooperation Agreement, Phoenix will establish a wholly owned subsidiary in Mengzhou, People’s Republic of China (the “Project Company”), with registered capital of RMB 20 million, to be contributed in stages as operational needs arise.
Maolin Sida shall grant the Project Company an exclusive, PRC-wide license for a 10 year term to manufacture and sell certain electric vehicle (“EV”) platforms (currently identified as the LV and QV platforms). License fees will equal 0% of bill of materials (“BOM”) cost in the first two years, 50% of the stated rate of BOM in years 3-4, and 100% thereafter, with the stated rate of 3% of BOM cost per vehicle for up to 10,000 units, 2% of BOM cost per vehicle for 10,001–30,000 units and 1% of BOM cost per vehicle for over 30,000 units.
Enbowei agreed to make its existing manufacturing facilities, equipment and related infrastructure available to the Project Company free of charge for 10 years. The Project Company will be responsible for ongoing utilities and operating costs. The term may be extended by an additional five years upon mutual agreement.
All equipment, improvements and intellectual property rights created in connection with the Cooperation Agreement will belong to the Project Company.
Following more than five but fewer than ten years of continuous operation of the Project Company, Phoenix may acquire 51% of the equity of Enbowei for nominal consideration of RMB 1, subject to a separate definitive agreement.
The Cooperation Agreement automatically terminates if the Project Company does not commence operations within three months of its formation.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the actual agreement, a non-binding English translation of which is filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Translation of Cooperation Agreement, dated June 26, 2025, by and among Phoenix Motor Inc., Shandong Maolin Sida Automobile Co., Ltd., Mengzhou Enbowei Automobile Technology Co., Ltd. and the individual shareholders of Enbowei | |
| 10.1(a) | Original Cooperation Agreement (in Chinese) (for reference only) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: June 30, 2025 | PHOENIX MOTOR INC. | |
| By: | /s/ Xiaofeng Denton Peng | |
| Name: | Xiaofeng Denton Peng | |
| Title: | Chief Executive Officer and Chairman of the Board | |