SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated May 15, 2023
Commission File Number: 001-40286
(Translation of registrants name into English)
60A, rue des Bruyères
Grand Duchy of Luxembourg
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 15, 2023, Arrival (the Company) issued a press release announcing its First Quarter 2023 Business Update. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 6-K. The Company hosted a webinar on May 15, 2023 to discuss its First Quarter 2023 Business Update. A copy of the webinar presentation and a transcript thereof are furnished as Exhibit 99.2 and Exhibit 99.3, respectively, to this report on Form 6-K.
|99.1||Press Release, dated May 15, 2023|
|99.2||Business Update Presentation|
|99.3||Business Update Transcript|
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.
|By||/s/ John Wozniak|
|Name: John Wozniak|
|Title: Chief Financial Officer|
Dated: May 15, 2023
ARRIVAL Reports First Quarter 2023 Business Update
Business Combination Agreement with Kensington Capital Acquisition Corp. V to Provide Additional
Manufacturing Expertise and Up to $283 Million From Cash in Trust
First Quarter Ending Cash Position of $130 Million
LUXEMBOURG, May 15, 2023 Arrival (Nasdaq: ARVL) (Arrival or the Company), inventor of a unique new method of design and production of electric vehicles, today provided business updates for the first quarter ended March 31, 2023.
In the first quarter, our team worked diligently to optimize costs and support our business plan as we develop our purpose-built XL Van for production in 2024, said Arrival CEO Igor Torgov. We ended the quarter with $130 million cash and have significantly reduced our operating costs on a go-forward basis to extend our runway for 2023. In April we announced a proposed business combination with Kensington Capital, which could bring up to $283 million of trust assets to the Company (subject to redemptions). The merger with Kensington and their extensive manufacturing and automotive industry expertise validates Arrivals strategy to bring a purpose-built Class 4 last-mile delivery vehicle to the U.S. market. Our top priority going forward is to facilitate a successful deal close later this year.
First Quarter 2023 Cash and Recent Business Updates
Cash and cash equivalents of approximately $130 million as of March 31, 2023
In Q1, the change in cash of $75 million included a $25 million receipt from Antara and use of cash of approximately $60 million for restructuring-related costs and legacy supplier payments.
Advanced U.S. commercialization plans through a business combination with Kensington Capital Acquisition Corp. V. This transaction will allow Arrival to access up to $283 million of cash (subject to redemptions) held in trust for the build-out of the Companys expected Charlotte, North Carolina factory for continued development of Arrivals XL Van.
Built 3 L Vans at the Bicester factory with 5 more in progress and accumulated over 90,000 kilometers of on-road test driving. Build and road testing of the L Vans has proven to be a valuable source of insights as the Company finalizes manufacturing methods and designs for the XL Van.
Continued development of the XL Van design process, with design release targeted for later this year.
Arrival will host a corresponding webinar today, Monday, May 15, at 4:30 p.m. Eastern Time to discuss its first quarter 2023 business update. A link to the webcast is included below. The live webinar will also be accessible on the Companys website at investors.arrival.com.
Date: Monday, May 15, 2023
Time: 4:30 p.m. ET
Webcast: Register and Join
Arrivals mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free from fossil fuel vehicles. Arrivals in-house technologies enable a unique approach to producing vehicles using rapidly-scalable, local Microfactories. Arrival (Nasdaq: ARVL) is a joint stock company governed by Luxembourg law.
Contacts For Arrival:
Cody Slach and Tom Colton
IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION
No Offer or Solicitation; Additional Information and Where to Find It
These materials are for informational purposes only and do not constitute or form part of (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination among the Company, Kensington Capital Acquisition Corp. V (Kensington) and Arrival PubCo, an indirect subsidiary of the Company (PubCo) that will be created and will become the holding company of the Arrival Group at the closing of the proposed business combination, and related transactions (the Proposed Business Combination), or (ii) an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall 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. No offering of securities shall be made in the United States except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933 (the Securities Act). In connection with the Proposed Business Combination, it is expected that PubCo will file a registration statement on Form F-4, which will include a proxy statement of Kensington and a prospectus with respect to the Proposed Business Combination, with the U.S. Securities and Exchange Commission (SEC). The definitive proxy statement/prospectus will be delivered to the security holders of the Company and Kensington. The release, publication or
distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published or distributed should inform themselves about and observe such restrictions. The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any persons in member states of the European Economic Area which apply Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (this Regulation together with any implementing measures in any member state, the Prospectus Regulation), unless they are qualified investors for the purposes of the Prospectus Regulation in such member state or in any other circumstances falling within Article 1(4) of the Prospectus Regulation, and no person in member states of the European Economic Area that is not a relevant person or qualified investor may act or rely on these materials or any of their contents.
SECURITY HOLDERS OF THE COMPANY AND KENSINGTON ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED BUSINESS COMBINATION CAREFULLY AND IN ITS ENTIRETY, INCLUDING THE EXHIBITS THERETO AND ANY DOCUMENTS PREVIOUSLY FILED WITH THE SEC AND INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, KENSINGTON, NEWCO AND THE PROPOSED BUSINESS COMBINATION.
Security holders will be able to obtain free copies of the proxy statement/prospectus, as well as other filings containing information about the Company, Kensington and PubCo, without charge, at the SECs website at http://www.sec.gov. Security holders will also be able to obtain these documents, without charge, from the Companys website at https://arrival.gcs-web.com/news-events/events-presentations and Kensingtons website at https://www.autospac.com.
These materials do not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. An offer will not be made in, nor will sales be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, PubCo may, in its sole discretion, take such action as it may deem necessary to extend any offer in any such jurisdiction.
This press release contains certain forward-looking statements within the meaning of the federal securities laws. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on managements belief or interpretation of information currently available. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Readers are cautioned not to put undue reliance on forward-looking statements as they are subject to numerous uncertainties and factors relating to Arrivals operations and business environment, all of which are difficult to predict and many of which are beyond Arrivals control. Except as required by applicable law, Arrival assumes no obligation to and does not intend to update or revise these forward-looking statements after the date of this press release, whether as a result of new information, future events, or otherwise. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this press release or elsewhere might not occur.
As previously reported, management anticipates that it will be disclosing in its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the 2022 20-F) that Arrivals liquidity condition raises significant doubt over its ability to continue as a going concern for at least twelve months from the expected issuance date of the 2022 20-F. Additional disclosures can be found on the Companys Form 6-K filed May 3, 2023 (Link).
Arrival QI 2023 Business Update Call
Q12023 Update May 2023 Disclaimer: Safe Harbor Statement Before we begin, Id like to remind everyone that certain statements made on this call today are forward-looking statements. These statements are subject to various risks and uncertainties, and reflect our current expectations based on our beliefs, assumptions and the information currently available to us. Although we believe these expectations are reasonable, we undertake no obligation to revise any statements to reflect changes that occur after this call. Descriptions of these factors and other risks that could cause actual results to differ materially from these forward-looking statements are discussed in more detail in our filings with the SEC and our first quarter 2023 business update issued today on the 15th of May. During the call, we also refer to certain nonIFRS financial measures. This should be considered in addition to and not as a substitute for or in isolation from our IFRS results.
Q12023 Update May 2023 Arrivals Management Team Todays Speakers Igor Torgov Group CEO Mike Ableson CEO, North America John Wozniak CFO
Igor Torgov Group CEO
We significantly reduced our cost base in Q1 and announced an important business combination agreement Successfully executed upon cost optimization initiatives in Q1 Business remains focused on our plan to deliver a purpose- built Class 4 delivery van for the U.S. market in 2024 Announced a business combination with Kensington Capital Acquisition Corp. V which will add industry leading experience and up to $283M cash in trust into Arrival Progressing on our operational milestones which include: -Producing 10 Vans in Bicester -Accumulating 250,000 kms in road mileage -Finalizing XL Van design
Mike Ableson CEO, North America
10 Additional Vans Built in Bicester by Q3 2023 In progress Vans Built in Bicester to date 3/10 [+5 in Progress] Accumulated Public Road miles (L Van) 90,000 / 250,000 kms Improving automatic operations within tech cells Bicester learnings provide an enormous benefit to the Charlotte factory
Over 90,000 kms of road mileage accumulated with employees Goal for 2023: 250,000 kms Achieved to date: 90,000 kms It was amazing to drive the Van today, drives really, really well and is so responsive to brakes and accelerator. Was great fun! It was a great experience, being able to drive our product for the first time, especially on a sunny day like today. Thanks very much for the opportunity. It was a really good experience with the public road driving this morning, and a valuable insight into the product, I highly recommend taking part if you have time.
XL Van Program Completed fourth round of vehicle simulation in preparation for release of long-lead structural parts next quarter Evaluating commercially available systems and components to reduce development cost, program investment and program risk
John Wozniak CFO
Cash & Liquidity Cash Balance Ended March 31st with approximately $130 million cash on hand Liquidity Initiatives $25M received from Antara In April, entered into a business combination agreement with Kensington Capital Acquisition Corp. V, which provides access to up to $283M in trust upon closing (subject to redemptions)
Summary We are working diligently to bring in the necessary capital to meet our 2024 production goals. Our top priority remains closing our announced transaction with Kensington. We are still very optimistic that we have the IP, talent and know-how to bring Arrivals purpose-built vans to market and we believe we will succeed in proving out our revolutionary new methods of production. In these challenging market conditions, it will require a great deal of discipline, perseverance, and support from our partners, but we are confident that we will meet those challenges head-on and emerge as one of the leaders in the rapidly growing commercial EV market. Thank you
Q1 2023 ARRIVAL BUSINESS UPDATE TRANSCRIPT
Annie Wechter, Director of Investor Relations
Good afternoon. Thank you all for joining us today to discuss Arrivals first quarter 2023 business update. Im Annie Wechter, Director of Investor Relations and today we have with us - Igor Torgov, Arrival CEO, Mike Ableson, CEO of North America, and John Wozniak, CFO.
Before we begin, Id like to remind everyone that certain statements made on this call today are forward-looking statements. These statements are subject to various risks and uncertainties and reflect our current expectations based on our beliefs, assumptions and the information currently available to us.
Although we believe these expectations are reasonable, we undertake no obligation to revise any statements to reflect changes that occur after this call. Descriptions of these factors and other risks that could cause actual results to differ materially from these forward-looking statements are discussed in more detail in our filings with the SEC and our first quarter 2023 business update issued today on the 15th of May.
During the call, we also refer to certain non-IFRS financial measures. This should be considered in addition to and not as a substitute for or in isolation from our IFRS results.
For further information please refer to our investor relations website at investors.arrival.com. With that in mind, Ill now turn it over to Igor.
Igor Torgov, CEO
Thank you, Annie, and good afternoon and evening, everyone.
In Q1 we significantly reduced our cost base through the optimization initiatives we had planned for the quarter, including nearing our target for regular quarterly spend, which excludes settlement of legacy supplier obligations and other restructuring costs.These actions have allowed us to focus the organization on our business plan which is to deliver a purpose-built Class 4 delivery vehicle for the U.S. market in 2024, which we call the XL Van.
I would like to remind you that we believe we have a clear and compelling business plan focused around our XL Van. The XL Van is a Class 4 commercial vehicle designed specifically for last mile delivery fleets. Vehicles in this size category are typically too large to be manufactured by a traditional automotive OEM. As a result, the vast majority of vehicles in this class are built using an OEM chassis that is then finished as a complete vehicle through a second stage manufacturer. Our XL Van also shares a high level of commonality with our certified European L Van, has a high margin profile, and qualifies for IRA tax credits up to $40,000, making it ultimately a very strong contender for adoption by U.S. fleet operators.
During the quarter we announced a business combination with Kensington Capital Acquisition Corp. 5. Kensingtons senior leadership adds decades of automotive and industrial experience as well as access to valuable customers and suppliers, expertise in building and running vehicle manufacturing facilities, and public company leadership in managing and deploying capital. The combination validates Arrivals strategy to bring a purpose-built Class 4 last-mile delivery vehicle to the U.S. market and should provide a meaningful amount of capital for the XL program. We are looking forward to partnering with Kensington to meet our production goals.
Our focus going forward this year is on closing the merger with Kensington and executing our operational milestones, which include:
Continuing to validate our product and manufacturing method through producing 10 L vans in Bicester;
Accumulating 250,000 kilometers in road mileage testing.
And Finalizing our XL Van Design
All these efforts will help to inform and improve the design and manufacturing of our XL Van when it enters production in Charlotte, planned for next year. Ill now hand it over to Mike to elaborate on how we are progressing towards achieving these milestones.
Mike Ableson, CEO North America
The 10 Bicester van builds are progressing well. We have completed the build of 3 vehicles and have a further 5 vehicles in process. To remind everyone, we are building these vehicles to further develop and integrate our manufacturing process and to then accumulate additional test miles with the vehicles. In Bicester, we now have several stages of our body assembly process running completely automatically
with our AMRs integrated to carry both parts and the vehicle to the assembly cell. To date, were nearing 50% of our design throughput in some of the assembly stages. Because the manufacturing process were using in Bicester is very similar to what well use in Charlotte for the XL van, our Bicester development experience will have an enormous benefit for the Charlotte factory next year.
We have also advanced on our road mileage accumulation target, racking up 90,000 kilometers so far from our L Van fleet, with the goal of accumulating over 250,000 kilometers by the end of the year. Our vans are being driven for multiple hours almost every day on public roads by Arrival employees, and Im happy to say that the vans are operating reliably and to specification. Due to the reuse of common components and engineering solutions, this mileage accumulation program is continuing to improve our confidence for the XL program.
On the XL van program itself, weve completed our fourth round of vehicle simulation and analysis in preparation for release of long-lead structural parts next quarter. As weve further evaluated the XL program business case, weve decided that commercially available systems may present a better alternative than developing and tooling in-house components, especially for those components with a high material cost. Using commercially available components reduces our development cost, program investment and program risk. Well have more to say around the specific component strategy in the future.
That concludes my summary. Ill now turn it over to John to provide our financial update.
John Wozniak, CFO
In March, we outlined our priorities for this year, which are to raise the capital required to operate the business into late 2023 and to raise sufficient funds to bring the XL Van to market next year.
I would first like to comment on our initiatives to improve our liquidity position this year.
We ended March with $130 million of cash on hand. The change in cash of $75 million from Q4 included a $25 million receipt from Antara and use of cash of approximately $60 million for restructuring-related costs and legacy supplier payments.
In April we entered into a business combination agreement with Kensington Capital Acquisition Corp. V, which provides us access to up to $283 million upon closing of the transaction, subject to redemptions. The business combination remains subject to shareholder approval. In addition, we are working diligently to complete our annual report on Form 20-F for the fiscal year ended December 31st, 2022.
In summary, we believe our business plan is sound, and we are working diligently to bring in the necessary capital to meet our 2024 production goals. Our top priority remains closing our transaction with Kensington, and the entire senior leadership team is focused on making that happen.
We are still very optimistic that we have the IP, talent and know-how to bring Arrivals purpose-built vans to market and we believe we will succeed in proving out our revolutionary new methods of production. In these challenging market conditions, it will require a great deal of discipline, perseverance, and support from our partners, but we are confident that we will meet those challenges head-on and emerge as one of the leaders in the rapidly growing commercial EV market.
We want to thank our shareholders, investment partners, customers, suppliers and employees who have stayed loyal to Arrival over the years and continue to root for us every step of the way.
And with that, we can move to Q&A.