UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: October 2024
Commission File Number: 001-40412
VICINITY MOTOR CORP.
(Translation
of registrant’s name into English)
3168, 262nd Street
Aldergrove, British Columbia, Canada V4W 2Z6
Telephone: (604) 607-4000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
The information
contained in Exhibit 99.1 of this Form 6-K is
incorporated by reference into, or as an additional exhibit to, as applicable, the registrant’s Registration Statement on
Form F-3 (File No. 333-272964).
DOCUMENTS INCLUDED AS PART OF THIS REPORT
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, thereunto
duly authorized.
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Vicinity Motor Corp.
(Registrant) |
|
|
Date: October 15, 2024 |
By: |
/s/ Tina Stewart |
|
|
Name: |
Tina Stewart |
|
|
Title: |
Chief Financial Officer |
EXHIBIT 99.1
Vicinity Motor Corp. Notification of Workout Plan
Conclusion Without Successful Financial Restructuring
VANCOUVER,
BC / ACCESSWIRE / October 11, 2024 / Vicinity Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (“Vicinity”
or the “Company”),
a North American supplier of commercial electric vehicles, today announced that it has not been successful renegotiating terms with Royal
Bank of Canada (“RBC”)
or Export Development Canada (“EDC”
and together with RBC, the “Creditors”).
As
disclosed in the Company’s
publicly filed interim financial statements for the three months ended March 31, 2024, the credit facilities were set be renewed on a
yearly basis, at the discretion of the Creditors, on July 16, 2024. The Company had actively been working with RBC and EDC on securing
a renewal, but as previously announced by the Company, on August 9, 2024, the Creditors exercised their discretion not to renew the credit
facilities and provided the Company with Notice of Intention to Enforce Security pursuant to subsection 244(1) of the Bankruptcy
and Insolvency Act (Canada).
Additionally,
in early August, RBC restricted the Company’s
access to certain assets without advance notice which gravely impeded the Company’s
ability to operate at that time. Accordingly, the Company has been severely constrained in its ability to manage its finances, including
vendor and customer obligations.
On
August 21, 2024, the Company announced that it had reached an agreement with RBC to enter into a Workout Plan (“Plan”)
period whereby the Company would continue to operate on a limited basis while protecting and monetizing Company assets and endeavoring
toward a financial restructuring. During the Plan period, the Creditor-imposed constraints were enhanced resulting in further financial
and operational stress. The Company has continued to negotiate with the Creditors in good-faith during the Plan period to
evaluate potential solutions to enable the Company to carry on in some form in the future. Moreover, the Company had expected that a restructuring
of current debt would remove RBC’s
restrictions and create an environment that would lead to further capital injection supporting the Company’s
long-term financial plan. The conclusion of the Plan period is October 11, 2024 as previously announced.
The
Company believes that the Creditors will proceed toward receivership enforcement impeding the Company’s
ability to continue to operate. If that happens, the Company will likely be forced to lay off its remaining staff and cease operations.
However, as of the end of the day on Friday
October 11, 2024 the Company did not receive any definitive information for how the Creditors will proceed.
The
Company also provides an update to its news release dated September 25, 2024, announcing its update about its management cease trade order
(MCTO) relating to the late filing of the Company’s
interim financial statements, MD&A (management’s
discussion and analysis), and applicable chief executive officer and chief financial officer certifications for the six months ended June
30, 2024.
The
Company’s
principal regulator, the British Columbia Securities Commission, granted the MCTO on August 15, 2024, under National Policy 12-203 - Management
Cease Trader Orders. Pursuant to the MCTO, the chief executive officer and the chief financial officer of the Company may not trade
in securities of the Company until such time as the Company files the interim filings and the commission revokes the MCTO. The MCTO does
not affect the ability of shareholders to trade their securities. The Company’s
board of directors and management are experiencing the challenges described in this news release; however the uncertainty means the Company
continues to work with its accounting team and other stakeholders as it relates to the interim filings. If the Company is not able to
file its interim filings for the six months ended June 30, 2024 by October 18, 2024, the British Columbia Securities Commission will issue
a broad failure to file cease trade order and no shares of the Company will be permitted to be traded in Canada.
Until the interim filings are filed, the
Company intends to comply with the provisions of the alternative information guidelines as set out in NP 12-203 for as long as it remains
in default, including the issuance of biweekly default status reports in the form of a news release. The Company has imposed an insider
trading blackout pending the filing of the interim filings.
The
Company confirms that, since the date of the announcement: (i) there has been no material change to the information set out in the announcement
that has not been generally disclosed; (ii) there has not been any other specified default by the Company under NP 12-203; (iii) the Company
is not subject to any insolvency proceedings as of the date of this news release, though the Company has entered into the Plan with its
secured lenders as disclosed in the Company’s
news release dated August 21, 2024 and which Plan expires today though the Creditors have not specifically advised that a receivership
order will be sought as described elsewhere in this news release; and (iv) there is no material information concerning the affairs of
the Company that has not been generally disclosed.
About Vicinity Motor Corp.
Vicinity
Motor Corp. (NASDAQ:VEV) (TSXV:VMC) (“VMC”)
is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network
and close relationships with world-class manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses,
as well as the VMC 1200 electric truck to the transit and industrial markets. For more information, please visit www.vicinitymotorcorp.com.
Company Contact:
John LaGourgue
VP Corporate Development
604-288-8043
IR@vicinitymotor.com
Investor Relations Contact:
Lucas Zimmerman
MZ Group - MZ North America
949-259-4987
VMC@mzgroup.us
www.mzgroup.us
Neither the TSX-V nor its Regulation Service Provider
(as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This
press release includes certain “forward-looking
information” and
“forward-looking
statements” (collectively
“forward-looking
statements”)
within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forward-looking
statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”,
“anticipates”,
“believes”,
“intends”,
“estimates”,
“potential”,
“possible”,
and similar expressions, or statements that events, conditions, or results “will”,
“may”,
“could”,
or “should”
occur or be achieved. In particular, and without limitation,
this news release contains forward-looking statements respecting the Company’s
expectations about the Creditors proceeding toward receivership and the inability of the Company to continue to operate. Forward-looking
statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those anticipated in such statements.
Important
factors that could cause actual results to differ materially from Vicinity’s
expectations include the ongoing discussions with the Creditors and impact of a receivership order on the Company if obtained; uncertainties
relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth,
the success of Vicinity’s
operational strategies, production prospects at Vicinity’s
assembly facility in the State of Washington, the success of Vicinity’s
strategic partnerships; and other risk and uncertainties disclosed in Vicinity’s
reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s
forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation
to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by
law.
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