Phoenix Motor Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.001-41414 Phoenix Motor Inc. (Exact name of registrant as specified in its charter) 92807(Zip Code) Registrant’s telephone number, including area code:(909)987-0815 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which RegisteredTheNasdaqStock Market LLC* *Trading of the registrant’s common stock on Nasdaq was suspended at the opening of business on April 15, 2025. The registrant’scommon stock is currently quoted on the OTC Pink Market under the symbol “PEVM”. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐No☒ As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed byreference to the price at which the common equity was last sold, was $5,191,394. At May 20, 2025, the registrant had49,280,432outstanding shares of common stock, par value $0.0004per share. DOCUMENTS INCORPORATED BY REFERENCE PART IItem 1.Business1Item 1A.Risk Factors6Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity20Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities21Item 6.[Reserved]21Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 7A.Quantitative and Qualitative Disclosures About Market Risk31Item 8.Financial Statements and Supplementary Data31Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure31Item 9A.Controls and Procedures32Item 9B.Other Information33Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections33PART IIIItem 10.Directors, Executive Officers and Corporate Governance34Item 11.Executive Compensation39Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item 13.Certain Relationships and Related Transactions, and Director Independence45Item 14.Principal Accounting Fees and Services46PART IVItem 15.Exhibits and Financial Statement Schedules48Item 16.Form 10-K Summary48Signatures49i SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K for the fiscal year ended December 31, 2024, and information we provide in our press release