M&A: Envirotech Vehicles, Inc.

Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774924036276

Comments: Envirotech Vehicles, Inc. is addressing comments from the SEC regarding its previous filings. The company confirmed that it is acquiring Maddox Industries, LLC for $102.5 million worth of shares and a promissory note of approximately $11.4 million. This acquisition is distinct from a prior potential merger with Maddox Defense, as the company clarified that no further merger with Maddox Defense is expected after the completion of the Maddox Industries Acquisition. The company will issue 3,100,000 shares of common stock to Jason Maddox, the sole member of Maddox Industries, and may pay up to $1 million based on Maddox Industries' revenue post-acquisition. Additionally, the document outlines the company's accounting considerations, asserting that the acquisition does not constitute a common control reorganization or a reverse merger, and concludes that Envirotech will be the accounting acquirer based on possession of a control interest and size relative to Maddox Industries.

Document Link: View Document

Additional details:

Maddox Defense Merger Status: No further merger activity anticipated after the acquisition of Maddox Industries.

Stock Consideration Value: 3,100,000 shares

Total Assets Percentage: 19% of total assets represents the Stock Consideration.

Maddox Industries Acquisition Value: Estimated at $4,340,000 based on stock price.

Earnout Cash Consideration: Up to $1 million based on specified receivables.

Acquirer Identification: Envirotech is identified as the accounting acquirer.

Maddox Industries Control: Envirotech will own 100% of Maddox Industries after the acquisition.