--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-027496" form_type: "8-K" ticker: "PEVM" cik: "0001879848" company_name: "PHOENIX MOTOR INC." filed_at: "2026-06-05T20:15:41+00:00" generated_at: "2026-06-05T20:28:05.278973+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Phoenix Motor secures $4M term loan (face $5M) from Concrete Jungle; settles J.J. Astor dispute ## Summary - Term loan of $4M (face $5M note) at 10% interest, matures May 31, 2027; secured by substantially all assets. - Issued warrant for 80,896 shares at $3.00 exercise price; option to buy 49% of PhoenixEV for $2.25M via note reduction. - Settled J.J. Astor obligations with $3.8M cash and transfer of 4 electric buses (value $870k); mutual releases granted. - Loan proceeds primarily used to repay J.J. Astor debt and pay transaction fees. - Prior JJA loan agreement terminated; all liens and litigation dismissed with prejudice. ## SEC filing metadata - accession: 0001493152-26-027496 - form_type: 8-K - ticker: PEVM - cik: 0001879848 - company_name: PHOENIX MOTOR INC. - filed_at: 2026-06-05T20:15:41+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 1.02, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-027496 - JSON: https://secwatch.observer/filing/0001493152-26-027496.json - Plain text: https://secwatch.observer/filing/0001493152-26-027496.txt ## Key facts - Debt Financings PHOENIX MOTOR INC. incurred term loan of principal amount of $4,000,000 with Concrete Jungle Ltd. at 10.0% per annum maturing May 31, 2027. - Instrument: term loan - Principal: principal amount of $4,000,000 - Counterparty: Concrete Jungle Ltd. - Rate: 10.0% per annum - Maturity: May 31, 2027 - Event: incurrence source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - Material Agreements PHOENIX MOTOR INC. entered into Term Loan, Security and Guaranty Agreement with Concrete Jungle Ltd. valued at $4,000,000 (effective 2026-06-01). - Action: entry - Agreement: credit facility - Counterparty: Concrete Jungle Ltd. - Value: $4,000,000 - Effective: 2026-06-01 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - Material Agreements PHOENIX MOTOR INC. entered into Common Stock Purchase Warrant with Concrete Jungle Ltd. (effective 2026-06-01). - Action: entry - Agreement: equity purchase - Counterparty: Concrete Jungle Ltd. - Effective: 2026-06-01 source text: In connection with the Loan Agreement, on June 1, 2026, the Company also issued to the Lender a Common Stock Purchase Warrant (the "Warrant"). evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - Material Agreements PHOENIX MOTOR INC. amended Amendment to Asset Purchase Agreement with Phoenix Cars LLC, PhoenixEV (effective 2026-06-01). - Action: amendment - Agreement: asset purchase - Counterparty: Phoenix Cars LLC, PhoenixEV - Effective: 2026-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - Material Agreements PHOENIX MOTOR INC. entered into Registration Rights Agreement with Concrete Jungle Ltd. (effective 2026-06-01). - Action: entry - Agreement: credit facility - Counterparty: Concrete Jungle Ltd. - Effective: 2026-06-01 source text: 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"). evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm - Material Agreements PHOENIX MOTOR INC. entered into PhoenixEV Equity Interest Option Agreement with Concrete Jungle Ltd., PhoenixEV valued at $2,250,000 (effective 2026-06-01). - Action: entry - Counterparty: Concrete Jungle Ltd., PhoenixEV - Value: $2,250,000 - Effective: 2026-06-01 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1879848/000149315226027496/0001493152-26-027496-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.