UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 411, 2024

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	001-38612	98-1485035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6060 Silver Drive

Third Floor
Burnaby, British Columbia, Canada

V5H 0H5

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (604) 428-7656

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	SOLO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

~~Docherty~~On ~~Retention~~January 11, 2024, ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“ElectraMeccanica”), and Xos, Inc., a Delaware corporation (“Xos”), issued a joint press release announcing entry into an arrangement agreement (the “Arrangement Agreement”), ~~Amendment~~pursuant to which Xos will acquire all of the issued and outstanding common shares of ElectraMeccanica pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnThe ~~January~~information 4,in ~~2024,~~this ~~ElectraMeccanica~~Item ~~Vehicles Corp~~7. ~~(the “Company”) and Susan Docherty~~01, ~~the Company’s Chief~~including ~~Executive~~Exhibit ~~Officer~~99.1 ~~and Interim~~attached ~~Chief Operating Officer~~hereto, ~~entered~~shall ~~into~~not anbe ~~amendment~~deemed ~~(the~~ “~~Docherty Retention Agreement Amendment~~filed”) tofor ~~that~~purposes ~~certain~~of ~~retention~~Section ~~agreement previously~~18 ~~entered~~of ~~into between~~ the ~~Company~~Securities ~~and~~Exchange ~~Ms.~~Act ~~Docherty~~of ~~on September 28~~1934, as ~~2023~~amended (the “~~Docherty Retention~~Exchange ~~Agreement~~Act”)., ~~Pursuant~~or tootherwise ~~the~~subject ~~Docherty~~to ~~Retention Agreement Amendment, if~~ the ~~Company~~ ~~closes~~liabilities aof ~~transaction~~ that ~~results~~section, innor ashall ~~Change~~it inbe ~~Control~~deemed ~~(as~~incorporated by ~~defined~~reference ininto ~~the~~any ~~Company’s~~filing ~~2020~~or ~~Stock~~other ~~Incentive~~document ~~Plan~~pursuant ~~(the “Plan”)) prior~~ to ~~June 30, 2024, then such transaction will result in an immediate vesting of~~ the ~~remaining~~Securities ~~portion~~Act of ~~Ms.~~1933, ~~Docherty’s Retention Payment (~~as ~~defined~~amended, inor the ~~Docherty~~Exchange ~~Retention~~Act, ~~Agreement)~~regardless ~~which~~of any ~~has~~general ~~not~~incorporation ~~yet~~language ~~vested,~~in ~~and~~ such ~~amount~~filing, except as shall be ~~paid~~expressly toset ~~Ms.~~forth ~~Docherty~~by inspecific ~~a single~~reference ~~lump~~in ~~sum cash payment upon the closing of~~ such ~~Change~~a infiling ~~Control~~or document.

~~Docherty~~Additional ~~Employment Agreement~~Information ~~Amendment~~and Where to Find It

OnIn ~~January~~connection 4,with ~~2024,~~ the ~~Company~~proposed transaction, Xos and ~~Ms.~~ElectraMeccanica ~~Docherty also~~intend ~~entered~~to ~~into~~file anwith ~~amendment~~the U.S. Securities and Exchange Commission (the “~~Docherty~~SEC”) ~~Employment~~joint preliminary and ~~Agreement~~definitive ~~Amendment”)~~proxy statements, including management information circulars, and other relevant documents relating to ~~that~~the ~~certain~~proposed ~~executive~~transaction. Promptly ~~employment~~after ~~agreement~~filing ~~previously~~the ~~entered~~joint ~~into~~definitive ~~between~~proxy statement with the ~~Company~~SEC, Xos and ~~Ms.~~ElectraMeccanica will mail the joint definitive proxy ~~Docherty~~statement, onincluding ~~December~~management 2information circular, ~~2022~~and ~~(the~~a ~~“Docherty~~proxy ~~Employment~~card to Xos’ stockholders and ElectraMeccanica’s shareholders ~~Agreement”).~~as ~~Pursuant~~of a record date to be established for voting on the ~~Docherty~~matters ~~Employment~~related ~~Agreement~~to ~~Amendment,~~the ifproposed transaction and any other matters to be voted on at the special meetings of Xos’ stockholders and ElectraMeccanica’s shareholders, respectively. BEFORE MAKING ANY VOTING ~~Company~~DECISION, ~~closes~~INVESTORS aAND ~~transaction~~SECURITY ~~that~~HOLDERS ~~results~~ARE inURGED aTO ~~Change~~READ inTHE ~~Control~~JOINT PROXY STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS (asINCLUDING ANY ~~defined~~AMENDMENTS inOR ~~the~~SUPPLEMENTS ~~Plan~~THERETO), ~~then~~AS ~~the~~APPLICABLE, ~~portion~~AND ofANY ~~the~~OTHER ~~Enhanced~~DOCUMENTS ~~Severance~~THAT XOS AND ELECTRAMECCANICA WILL FILE WITH THE SEC IN ~~Amount~~CONNECTION ~~(as~~WITH ~~defined~~THE inPROPOSED ~~the~~TRANSACTION, ~~Docherty~~OR ~~Employment~~INCORPORATE ~~Agreement)~~BY ~~that~~REFERENCE isIN ~~deemed~~THE toJOINT bePROXY STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS, ~~exempt~~AS ~~from~~APPLICABLE, ~~Section~~WHEN ~~409A~~THEY ofBECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of the ~~Internal~~joint ~~Revenue~~preliminary ~~Code~~and ~~will~~definitive beproxy ~~accelerated~~statements and ~~paid~~management toinformation ~~Ms.~~circulars ~~Docherty~~(including any amendments or supplements thereto) and any other relevant documents filed by Xos and ElectraMeccanica with the SEC in aconnection ~~single~~with ~~lump~~the ~~sum~~proposed ~~cash~~transaction ~~payment~~(when ~~upon~~they become available) on the ~~closing~~SEC’s ofwebsite ~~such~~at ~~Change~~www.sec.gov, inon ~~Control~~the Canadian System for Electronic Document Analysis and Retrieval+ website at https://www.sedarplus.ca/, ~~The~~on ~~Docherty~~Xos’ ~~Employment~~website ~~Agreement~~at ~~Amendment~~www.xostrucks.com, ~~also~~by ~~extended~~contacting MsXos’ investor relations via email at investors@xostrucks.com, ~~Docherty~~on ElectraMeccanica’s ~~housing~~website ~~allowance under~~at ~~the~~https://ir.emvauto.com, ~~Docherty~~or ~~Employment~~by ~~Agreement~~contacting toElectraMeccanica’s Investor ~~June~~Relations 30via email at IR@emvauto.com, ~~2024~~as applicable.

~~Johnston~~Participants ~~Retention Agreement~~in the Solicitation

OnXos ~~January~~and 4,its ~~2024,~~directors ~~the~~and ~~Company~~certain ~~entered~~of ~~into~~its aexecutive ~~retention~~officers, ~~agreement~~consisting ~~with~~of ~~Stephen~~Stuart ~~Johnston~~Bernstein, ~~the~~Burt ~~Company’s~~Jordan, ~~Chief~~Alice ~~Financial~~K. ~~Officer~~Jackson, ~~(the~~George ~~“Johnston Retention Agreement”)~~N. ~~Pursuant~~Mattson toand ~~the~~Ed ~~Johnston~~Rapp, ~~Retention~~who are the ~~Agreement~~non-employee members of the board of directors of Xos, ~~Mr.~~Dakota ~~Johnston~~Semler, isChief ~~eligible~~Executive toOfficer ~~earn~~and a ~~cash~~director ~~retention~~of ~~payment~~Xos, Giordano Sordoni, Chief Operating Officer and a director of upXos, toLiana ~~$425~~Pogosyan,~~000~~ inVice ~~the~~President ~~aggregate~~of ~~(the~~Finance ~~“Johnston~~and ~~Retention Payment”)~~Acting ifChief heFinancial ~~remains~~Officer of ~~actively~~Xos, ~~employed~~and byChristen ~~the~~Romero, ~~Company~~General ~~until~~Counsel ~~June~~of 30Xos, ~~2024.~~are ~~The~~participants ~~Johnston~~in ~~Retention~~the ~~Payment~~solicitation isof ~~payable~~proxies infrom ~~two~~the ~~equal~~stockholders of Xos in ~~installments,~~connection with ~~the~~matters ~~first~~related ~~payment~~to ~~vesting~~the onproposed ~~February~~transaction ~~14,~~and ~~2024~~any ~~and~~other ~~the~~matters ~~final~~to ~~payment~~be ~~vesting~~voted on ~~June~~at ~~30,~~the ~~2024,~~special ~~subject~~meeting toof stockholders Mrof Xos. ~~Johnston~~Information regarding Xos’~~s active~~ ~~employment~~directors ~~through~~and ~~the~~certain ~~respective~~of ~~vesting~~its ~~date.~~executive ~~Additionally~~officers, ifincluding ~~Mr.~~a ~~Johnston’s~~description ~~employment~~of their isdirect ~~involuntarily~~or ~~terminated~~indirect ~~prior to~~interests, ~~June~~by 30security holdings or otherwise, ~~2024~~can bybe found under the ~~Company~~captions ~~for~~“Security ~~any~~Ownership ~~reason~~of Certain ~~other~~Beneficial ~~than~~Owners ~~Cause~~and ~~(as~~Management,” ~~defined~~“Executive inCompensation-Outstanding ~~the~~Equity ~~Johnston~~Awards ~~Retention~~at ~~Agreement)~~2022 Fiscal Year-End,” ~~then~~and ~~any~~“Executive ~~such~~Compensation-Director ~~termination will~~Compensation” ~~result~~contained in anXos’ ~~immediate~~definitive ~~vesting~~proxy ofstatement on ~~the~~Schedule ~~remaining~~14A ~~portion~~for its 2023 annual meeting of the ~~Johnston~~stockholders ~~Retention~~(the ~~Payment~~“2023 Xos Proxy Statement”), which ~~has~~was ~~not~~filed ~~yet~~with the ~~vested.~~SEC ~~Further~~on April 20, if2023. To the ~~Company~~ ~~closes~~extent athat ~~transaction~~Xos’ ~~that~~directors ~~results~~and inexecutive aofficers ~~Change~~and intheir ~~Control~~respective (affiliates have acquired or disposed of security holdings since the applicable “as ~~defined~~of” date disclosed in the ~~Plan)~~2023 ~~prior~~Xos toProxy ~~June 30~~Statement, such ~~2024,~~transactions ~~then~~have ~~such~~been ~~transaction~~ or will ~~result~~be reflected on Statements of Changes in anBeneficial ~~immediate~~Ownership ~~vesting~~on ofForm 4 filed with the ~~remaining~~SEC. Other ~~portion~~information ofregarding the ~~Johnston~~participants ~~Retention~~in ~~Payment~~the ~~which~~proxy ~~has~~solicitation ~~not~~and ~~yet~~a ~~vested,~~description ~~and~~of ~~such~~their ~~amount shall~~interests will be ~~paid~~contained toin ~~Mr.~~the joint ~~Johnston~~preliminary inand adefinitive ~~single~~proxy ~~lump~~statements ~~sum~~and ~~cash~~management ~~payment~~information ~~upon~~circulars ~~the~~for ~~closing~~Xos’ ofspecial ~~such~~meeting of ~~Change~~stockholders and other relevant materials to be filed with the SEC in ~~Control~~respect of the proposed transaction when they become available.

~~The~~ElectraMeccanica and its directors and certain ~~foregoing~~of ~~description~~its executive officers, consisting of ~~the~~Luisa ~~Docherty~~Ingargiola, ~~Retention~~Dietmar ~~Agreement~~Ostermann, ~~Amendment~~Michael Richardson, Steven Sanders, David Shemmans and Joanne Yan, who are the non-employee members of the board of directors of ElectraMeccanica, Susan Docherty, Chief Executive Officer, Interim ~~Employment~~Chief ~~Agreement~~Operating ~~Amendment~~Officer and ~~the~~a director of ElectraMeccanica, Kim Brink, Chief Revenue Officer of ElectraMeccanica, Michael Bridge, General Counsel and Secretary of ElectraMeccanica, and Stephen Johnston, ~~Retention~~Chief Financial Officer of ElectraMeccanica, are participants in the ~~Agreement~~solicitation isof ~~not~~proxies ~~intended~~from the shareholders of ElectraMeccanica in connection with matters related to bethe ~~complete~~proposed transaction and isany other ~~qualified~~matters into be voted on at the special meeting of the shareholders of ElectraMeccanica. Information regarding ElectraMeccanica’s directors and certain of its ~~entirety~~executive officers, including a description of their direct or indirect interests, by ~~reference~~security toholdings or otherwise, can be found under the ~~full~~captions ~~text~~“Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation,” and “Director Compensation” contained in ElectraMeccanica’s definitive proxy statement on Schedule 14A for its 2023 annual general meeting of shareholders (the ~~Docherty~~“2023 ~~Retention~~ElectraMeccanica Proxy Statement”), which was filed with ~~Agreement~~the ~~Amendment~~SEC and applicable Canadian securities regulatory authorities on November 22, 2023. To the ~~Docherty~~extent ~~Employment~~that ~~Agreement~~ElectraMeccanica’s ~~Amendment~~directors and executive officers and their respective affiliates have acquired or disposed of security holdings since the ~~Johnston~~applicable “as of” ~~Retention~~date ~~Agreement~~disclosed in the 2023 ElectraMeccanica Proxy Statement, ~~which~~such ~~are~~transactions have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed aswith ~~Exhibits~~the ~~10.1~~SEC, ~~10.2~~including ~~and~~the ~~10.3~~Form 4s filed with the SEC on March 24, ~~respectively~~2023 with respect to Michael Bridge, and on January 5, 2024 with respect to ~~this~~Stephen ~~Current~~Johnston. Other information regarding the participants in the proxy solicitation ~~Report~~and ona ~~Form~~description ~~8-K~~ of their interests will be contained in the joint preliminary and ~~are~~definitive ~~incorporated~~proxy ~~herein~~statements byand ~~reference~~management information circulars for ElectraMeccanica’s special meeting of shareholders and any other relevant materials to be filed with the SEC and applicable Canadian securities regulatory authorities in respect of the proposed transaction when they become available.

These documents are available free of charge from the sources described in the preceding section titled “Additional Information and Where to Find It.”

Non-Solicitation

This filing will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

This filing includes “forward-looking statements” within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words or expressions such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions. Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between ElectraMeccanica and Xos, such as statements regarding the combined operations and prospects of ElectraMeccanica and Xos, the current and projected market, growth opportunities and synergies for the combined company, federal and state regulatory tailwinds, expectations and intentions provided by ElectraMeccanica to Xos, the expected cash balance of ElectraMeccanica at the time of the closing of the proposed transaction, expectations regarding Xos’ ability to leverage ElectraMeccanica’s assets, the expected composition of the management and the board of directors of the combined company, gross margin and future profitability expectations, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto. These forward-looking statements are based upon the current beliefs and expectations of the management of ElectraMeccanica and Xos and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:

the ability of the combined company to further penetrate the U.S. market;

the total addressable market of Xos’ business;

general economic conditions in the markets where Xos operates;

the expected timing of any regulatory approvals relating to the proposed transaction, the businesses of ElectraMeccanica and Xos and of the combined company and product launches of such businesses and companies;

non-performance of third-party vendors and contractors;

risks related to the combined company’s ability to successfully sell its products and the market reception to and performance of its products;

ElectraMeccanica’s, Xos’, and the combined company’s compliance with, and changes to, applicable laws and regulations;

ElectraMeccanica’s, Xos’, and the combined company’s limited operating history;

the combined company’s ability to manage growth;

the combined company’s ability to obtain additional financing;

the combined company’s ability to expand product offerings;

the combined company’s ability to compete with others in its industry;

the combined company’s ability to protect its intellectual property;

ElectraMeccanica’s, Xos’, and the combined company’s ability to defend against legal proceedings;

the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;

the combined company’s ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all;

the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction;

the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including with respect to the approval of Xos’ stockholders and ElectraMeccanica’s shareholders;

the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive arrangement agreement;

the effect of the announcement or pendency of the transaction on the combined company’s business relationships, operating results and business generally; and

other economic, business, competitive, and regulatory factors affecting the businesses of the companies generally, including but not limited to those set forth in ElectraMeccanica’s filings with the SEC, including in the “Risk Factors” section of ElectraMeccanica’s Annual Report on Form 10-K filed with the SEC on April 17, 2023, ElectraMeccanica’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2023 and any subsequent SEC filings, and those set forth in Xos’ filings with the SEC, including in the “Risk Factors” section of Xos’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and any subsequent SEC filings. These documents with respect to ElectraMeccanica can be accessed on ElectraMeccanica’s website at https://ir.emvauto.com/filings/sec-filings/default.aspx and these documents with respect to Xos can be accessed on Xos’ web page at https://www.xostrucks.com/investor-overview/ by clicking on the link “SEC Filings.”

Readers are cautioned not to place undue reliance on forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of ElectraMeccanica, Xos or the combined company. Forward-looking statements speak only as of the date they are made, and ElectraMeccanica, Xos and the combined company undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where they are expressly required to do so by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
10.1		First Retention Agreement Amendment, dated January 4, 2024, between ElectraMeccanica Vehicles Corp. and Susan Docherty
99.1		Press Release, dated January 11, 2024
10.2		First Executive Employment Agreement Amendment, dated January 4, 2024, between ElectraMeccanica Vehicles Corp. and Susan Docherty
10.3		Retention Agreement, dated January 4, 2024, between ElectraMeccanica Vehicles Corp. and Stephen Johnston
104		Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 10, 2024	ELECTRAMECCANICA VEHICLES CORP.
Date: January 11, 2024	ELECTRAMECCANICA VEHICLES CORP.
	By:	/s/ Michael Bridge
		Michael Bridge
		General Counsel and Corporate Secretary

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