IDEANOMICS, INC.: M&A transaction — Ideanomics closes Via Motors merger with $450M base value; issues ~137M shares + convertible preferred

IDEANOMICS, INC.

Base Value set at $450M; Target Net Working Capital -$14.6M; Special Indemnity Escrow $23.4M.
Closing consideration: 125.7M common shares, 1.16M Series C Preferred (convertible 20:1), plus 11.9M shares from equity plan.
Earnout up to $180M in Series C Preferred through Dec 2027 tied to performance targets.
Under SEPA, YA II PN advanced $4M for 31M Ideanomics common shares on Jan 26, 2023.
First Amendment to Merger Agreement revised option/RSU conversion mechanics before closing.

item 1.01 item 2.01 item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

IDEANOMICS, INC.: Filed Certificate of Designation of Series C Convertible Preferred Stock with Nevada Secretary of State (effective 2023-01-31).

Change: charter amendment
Effective: 2023-01-31

Exact text from the filing

In connection with the Merger, Parent filed Certificate of Designation of Series C Convertible Preferred Stock with the office of the Secretary of State of the State of Nevada.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

IDEANOMICS, INC. completed an acquisition involving Via Motors International, Inc. (closed 2023-01-26).

Action: acquisition
Counterparty: Via Motors International, Inc.
Closing: 2023-01-26

Exact text from the filing

On the Closing Date, in accordance with the terms and conditions of the Merger Agreement, Parent completed the Merger.

View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR

accession 0001104659-23-010932

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.