| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 12, 2023, Atlis Motor Vehicles Inc. (“Atlis”) completed
its previously announced reorganization merger pursuant to the Agreement and Plan of Merger, dated as of April 16, 2023 (the “Reorganization
Agreement”), by and among Atlis, Nxu, Inc., a Delaware Corporation (“Nxu”), and Atlis Merger Sub, Inc., a Delaware corporation
and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Nxu (“Merger Sub”). The Reorganization
Agreement provided for the merger of Atlis and Merger Sub, with Atlis surviving the merger as a wholly-owned subsidiary of Nxu (the “Reorganization
Merger”). The Reorganization Agreement was approved and adopted by Atlis’s stockholders at Atlis’s Special Meeting of
Stockholders, which was held on May 9, 2023.
At the effective time of the Reorganization Merger, all of the issued
and outstanding shares of Atlis’s Class A common stock, par value $0.0001 per share (“Atlis Class A Common Stock”) were
converted automatically on a one-for-one basis into shares of Nxu’s Class A common stock, par value $0.0001 per share (“Nxu
Class A Common Stock”) and all of the issued and outstanding shares of Atlis’s Class D common stock, par value $0.0001 per
share (“Atlis Class D Common Stock” and, together with Atlis Class A Common Stock, “Atlis Common Stock”) were
converted automatically on a one-for-one basis into shares of Nxu’s Class B common stock, par value $0.0001 per share (“Nxu
Class B Common Stock” and, together with Nxu Class A Common Stock, “Nxu Common Stock”), and, as a result, the current
stockholders of Atlis automatically became stockholders of Nxu, holding the same number and percentage of shares of Nxu Common Stock as
they held of Atlis Common Stock as of immediately prior to the Reorganization Merger.
In addition, at the effective time of the Reorganization Merger, (i)
each outstanding option to purchase shares of Atlis Class A Common Stock (“Atlis Option”), whether vested or unvested, automatically
converted into an option to purchase shares of Nxu Class A Common Stock (a “Nxu Option”) and (ii) each outstanding Atlis restricted
share unit (an “Atlis Restricted Share”), whether vested or unvested, automatically converted into a restricted stock unit
of Nxu (a “Nxu RSU”). Each Nxu Option is subject to terms and conditions consistent with the Employee Stock Option Plan and
the applicable Atlis Option award agreement as in effect immediately prior to the effective time. Each Nxu RSU is subject to terms
and conditions consistent with the applicable Atlis Restricted Share award agreement as in effect immediately prior to the effective time.
At the effective time of the Reorganization Merger, (i) each outstanding
Senior Secured Original Issue 10% Discount Convertible Promissory Note (an “Atlis Note”) convertible into shares of Atlis
Class A Common Stock automatically converted into a Senior Secured Original Issue 10% Discount Convertible Promissory Note convertible
into shares of Nxu Class A Common Stock (a “Nxu Note”) and (ii) each outstanding warrant to purchase shares of Atlis Class
A Common Stock (an “Atlis Warrant”) automatically converted into a warrant to purchase shares of Nxu Class A Common Stock
(a “Nxu Warrant”). Each Nxu Note is subject to terms and conditions consistent with the applicable Atlis Note as in effect
immediately prior to the effective time. Each Nxu Warrant is subject to terms and conditions consistent with the applicable Atlis Warrant
as in effect immediately prior to the effective time.
As of the effective time of the Reorganization Merger, the rights of
stockholders of Nxu are governed by the Certificate of Incorporation and Amended and Bylaws of Nxu, copies of which are filed as Exhibits
3.1 and 3.2, respectively, hereto and are incorporated into this Item 2.01 by reference.
In connection with the Reorganization Merger, Nxu replaced Atlis as
the publicly held corporation traded on the Nasdaq Stock Market LLC (“Nasdaq”). It is currently expected that, on May 15,
2023, shares of Nxu Class A Common Stock will commence trading under the ticker symbol “NXU” on Nasdaq.
The directors and executive officers of Nxu immediately following the
completion of the Reorganization Merger are the same individuals who were directors and executive officers, respectively, of Atlis as
of immediately prior to the Reorganization Merger.
Upon completion of the Reorganization Merger, Nxu Class A Common Stock
was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated
thereunder and, for purposes of Rule 12g-3(a), Nxu is the successor issuer to Atlis. Future filings by Nxu with the Securities and Exchange
Commission (the “SEC”) will be filed by Nxu under Atlis’s existing CIK number: 0001722969.
Following the Reorganization Merger, Atlis (which, as a result of the
Reorganization Merger, became a wholly-owned subsidiary of Nxu) converted from a Delaware corporation into a Delaware limited liability
company named “Atlis Motor Vehicles LLC” (the “Conversion” and, together with the Reorganization Merger, the “Reorganization”).
Following the Reorganization, substantially all of the assets of Atlis Motor Vehicles LLC were distributed, assigned, transferred, conveyed
and delivered to, and related liabilities of Atlis Motor Vehicles LLC were assumed by, Nxu.
The foregoing description of the Reorganization Agreement is not complete
and is qualified in its entirety by reference to the Reorganization Agreement, a copy of which was filed as Appendix A to Nxu’s
Registration Statement on Form S-4 filed with the SEC on April 17, 2023.