PHOENIX MOTOR INC. (PEVM): debt financing — Phoenix Motor secures $4M term loan (face $5M) from Concrete Jungle; settles J.J. Astor dispute

the Company became obligated under the Loan Agreement and the Note. The Note has a principal face amount of $5,000,000, was issued in connection with a $4,000,000 single-draw term loan facility, bears interest at 10.0% per annum, and matures on May 31, 2027, unless earlier paid in accordance with its terms.

On June 1, 2026, Phoenix Motor Inc., a Delaware corporation (the "Company" or the "Borrower"), entered into a Term Loan, Security and Guaranty Agreement (the "Loan Agreement") with the guarantors from time to time party thereto and Concrete Jungle Ltd., a company organized and existing under the laws of the British Virgin Islands, as lender (the "Lender").

In connection with the Loan Agreement, on June 1, 2026, the Company also issued to the Lender a Common Stock Purchase Warrant (the "Warrant").

In connection with the financing, the Company, Phoenix Cars LLC and PhoenixEV entered into an Amendment to Asset Purchase Agreement, dated as of June 1, 2026 and effective as of December 31, 2025 (the "APA Amendment"), which amends the Asset Purchase Agreement dated as of December 31, 2025 by and among such parties.

On June 1, 2026, the Company entered into a Registration Rights Agreement with the Lender in connection with the Term Loan, pursuant to which the Company has agreed to has agreed to file and maintain one or more registration statements with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon exercise of the Warrant (the "Registrable Securities").

In addition, on June 1, 2026, the Company, PhoenixEV and the Lender entered into the PhoenixEV Equity Interest Option Agreement (the "Equity Interest Option Agreement"), pursuant to which the Company granted the Lender an exclusive and irrevocable option to acquire equity interests representing 49.0% of the equity interests of PhoenixEV, calculated on a fully diluted basis, subject to the terms and conditions set forth therein.