---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-009345"
form_type: "8-K"
ticker: null
cik: "0000837852"
company_name: "IDEANOMICS, INC."
filed_at: "2023-02-01T23:59:59+00:00"
generated_at: "2026-06-20T04:32:07.444143+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Ideanomics completes acquisition of VIA Motors for $450M base value plus potential $180M earnout

## Summary
- Deal closed January 26, 2023; VIA becomes wholly owned subsidiary of Ideanomics (NASDAQ: IDEX).
- Base consideration of $450M (Base Value) plus Earnout of up to $180M in convertible preferred shares through Dec 31, 2027.
- Series C Preferred Stock created: 2M shares, each convertible into 20 common shares; no dividend rights.
- Under SEPA, Ideanomics requested $4M advance by issuing 31M shares to YA II PN, Ltd.
- Ideanomics Energy becomes preferred charging partner for VIA; collaboration on VIA's VTRUX portfolio of Class 2-5 EVs.

## SEC filing metadata
- accession: 0001104659-23-009345
- form_type: 8-K
- cik: 0000837852
- company_name: IDEANOMICS, INC.
- filed_at: 2023-02-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/837852/000110465923009345/0001104659-23-009345-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/837852/000110465923009345/tm234515d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-009345
- JSON: https://secwatch.observer/filing/0001104659-23-009345.json
- Plain text: https://secwatch.observer/filing/0001104659-23-009345.txt

## Key facts
- M&A Transactions
  IDEANOMICS, INC. completed an acquisition involving Via Motors International, Inc. for Closing Consideration Shares consisting of shares of common stock and convertible preferred stock of Parent, plus potential Earnout Amount of $180,000,000 in Pa (closed 2023-01-26).
  - Action: acquisition
  - Counterparty: Via Motors International, Inc.
  - Consideration: Closing Consideration Shares consisting of shares of common stock and convertible preferred stock of Parent, plus potential Earnout Amount of $180,000,000 in Pa
  - Closing: 2023-01-26
  source text: the Effective Date. Following the consummation of the Merger, and as additional consideration in respect of the Common Stock, Parent agreed to pay an aggregate amount equal to $180,000,000 (“ Earnout Amount ”) in the form of Parent Convertible Preferred Stock, to the Stockholders on a pro rata basis. If the Earnout Amount is paid in the form of Parent Convertible
  evidence_url: https://www.sec.gov/Archives/edgar/data/837852/000110465923009345/0001104659-23-009345-index.htm
- Material Agreements
  IDEANOMICS, INC. amended Amended and Restated Agreement and Plan of Merger with Via Motors International, Inc., Longboard Merger Corp., Shareholder Representative Services LLC valued at $450,000,000 (effective 2022-01-25).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Via Motors International, Inc., Longboard Merger Corp., Shareholder Representative Services LLC
  - Value: $450,000,000
  - Effective: 2022-01-25
  source text: On January 25, 2022 (the “ Effective Date ”), the parties to the Original Agreement entered into an Amended and Restated Agreement and Plan of Merger (the “ Merger Agreement ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/837852/000110465923009345/0001104659-23-009345-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.