Hello, welcome to the Ideanomics shareholder conference call and webcast. At this time, all participants are in listen-only mode. If anyone should require operator assistance, please press star zero on your telephone keypad. A question and answer session will follow the formal presentation. It's now my pleasure to introduce your host, Tony Sklar, Vice President of Communications, and Head of Investor Relations. Please go ahead, sir. Good morning, everybody. Thank you so much, operator. Thank you to all the participants on the call today. Today, this is the Ideanomics VIA Acquisition Investors conference call, and joining me, I am pleased to have Mr. Alfred Poor, our Chief Executive Officer of Ideanomics, Mr. Shane McMahon, our Chairman of the Board here at Ideanomics, Mr. Bob Purcell, Chief Executive Officer at VIA. A webcast of today's call will be archived and available on our events and presentations sections of our corporate websites for a minimum of 30 days. As a reminder, this conference call is being recorded. In addition to other risks more fully described in the Ideanomics public filings with the U.S. Securities and Exchange Commission, which can be seen at www.sec.gov. Today, August 30th, 2021, the company announced it's entered into an agreement to acquire VIA Motors International for an aggregate consideration of up to $630 million in an all-stock transaction for 100% ownership stake, subject to customary closing conditions and the Ideanomics shareholder approval. The format of today's call will be as follows. Mr. Alf Poor, our Ideanomics CEO, and Mr. Shane McMahon, Chairman of the Board at Ideanomics, will speak to the acquisition highlights and the business strategy. Mr. Bob Purcell, CEO of VIA Motors, will speak to the VIA Motors business model. If time permits, management will take some questions at the end. I am now excited to hand the conversation over to Mr. Alf Poor, Ideanomics CEO. Good morning, everyone. Thank you, welcome to our investors and analysts who are joining us this morning on such short notice. I'm extremely pleased to speak with you about Ideanomics acquisition of VIA Motors. Before I get into the details of this transformative deal, I would like to extend a sincere thank you to the teams at VIA and their sell-side support from Blue Sea Advisors, Evercore, and Bryan Cave. On the Ideanomics side, I would also like to thank our buy-side team, including my management team on board, as well as Megan Stack, Venable, Han Santos, UHY, Ricardo, and others, including our entire corporate development team. Finally, I'd like to say thank you to Shane McMahon, our Chairman, who joins us today. He was instrumental in this particular deal and has provided us with guidance and continued support as we build our global presence and a Made in America brand. VIA is a perfect strategic fit for Ideanomics. This acquisition represents a transformational milestone for Ideanomics, notably our largest to date in our company's history, which will further enhance our competitive leadership position in the global commercial EV market by adding strong innovation capabilities from VIA to our growing portfolio of leading companies in the commercial EV market. We are very pleased to incorporate VIA Motors market-leading EV business, its proprietary skateboard platform, its prudent management team, and its experienced employees to the Ideanomics family. This acquisition is aligned with our long-term strategy and provides us an immediate leadership position in a rapidly growing market and yet another path to accelerate Ideanomics growth and profitability. It also provides Ideanomics with full OEM manufacturing capabilities that will reap dividends to our other divisions. VIA's products and services for global fleet operators are highly synergistic with Ideanomics and will significantly complement our end-to-end mobility ecosystem. Over to you, Shane. Thank you, Alf. Well, again, you hit the nail right on the head as it pertains to our ecosystem. This deal with VIA Motors is exactly that. We are transforming Ideanomics into everything in the EV space. We're now going through with VIA. We're gonna make the vehicles through our wireless induction charging system with WAVE. We're gonna be able to charge through our relationships with Prettl. We're gonna be able to have outside battery storage to charge any type of fleets outside of a normal grid and many other aspects, complete ecosystem for, again, Ideanomics. Couldn't be more excited. This all really came down, it started with a dinner with Alf, myself, and Bob, and a few others. We came to a realization that there was a huge opportunity here for us really to get in together, and that's exactly what's happened. Again, it's a transformative deal for Ideanomics. We continue to grow as leader in the commercial EV space. With that, we're here to help establish VIA as a market disruptor, and we are excited to welcome Bob and his team to the Ideanomics family. With that, I will turn it over to Bob Purcell. Thank you, Shane. Good morning. I'm Bob Purcell, CEO of VIA Motors. I've been with VIA since 2015 and have been in the EV space since 1994 when I led the General Motors activity on the EV1. This transaction is an outstanding milestone and a great day for VIA Motors. All of us at VIA are delighted to join the Ideanomics family. As a leading electric commercial vehicle OEM, VIA designs and will manufacture a portfolio of Class 2 to 5 electric commercial vans and trucks launching in 2023. Combining VIA with Ideanomics facilitates significant synergies between the two companies, leveraging development and marketing across the subsidiaries, solutions for charging infrastructure. Financing of both vehicles and charging and sourcing of propulsion components. We are very excited to become part of the Ideanomics family to usher in the new era of e-mobility. VIA Motors is changing last and mid-mile delivery with innovative and affordable electric commercial vehicles. Ideanomics' financial and personnel resources provide the backing VIA needs to pursue an array of exciting growth prospects. All of us at VIA Motors are delighted to join the team to further the long-term growth strategy at Ideanomics. Thank you, Bob. This is a highly synergistic deal which was outlined in our press release this morning, and we are very excited to be part of accelerating EV adoption and Ideanomics market share in the commercial EV space. By coming together with VIA Motors, we believe we can further accelerate all of our strategic paths and bring tremendous opportunities and value to our customers and our shareholders. Thank you all. I'll hand you back to Tony Sklar. Thank you so much to Bob, Shane, and Alf. Very much appreciated. This concludes our management prepared remarks, and we will now have a chance to take a few questions. Operator, could you just let our folks on the line know how to raise their hands? Absolutely. If you'd like to ask a question at this time, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your headset before pressing the star keys. Once again, please press star one at this time. Our first question is coming from Craig Irwin from Roth Capital. Your line is now live. Thanks for taking my question. I should say congratulations. This looks like an important acquisition, not just for Ideanomics, but also for the broader market. The obvious question that's out there on the side of institutional investors this morning is, how does this fit better into the Ideanomics portfolio than it would into a SPAC IPO, which was obviously what VIA Motors was pursuing over the last several quarters? Yeah, thanks. I'd like to take that if I can, Craig, and good morning. Good to hear from you again. I think if you take a look at what Ideanomics had to offer VIA, I think the key is there. As well as the capitalization we could bring to the table the same as a SPAC. We're a very liquid security that trades on the Nasdaq. We have a hefty balance sheet. That gives VIA the confidence that we can help them invest and grow their business as they need to. More importantly, when you go into a SPAC, you're going into an empty company. It's a blank check. It's a shelf, for want of a better term. As we began to get to know the team at VIA Motors, and as Shane said, this started with a dinner in New York with Bob and some of his team at VIA. We began to help them understand what we can offer them synergistically. If you were to back into a SPAC, day one, you have no HR, you have no supply chain, you have no IP development, all of those things that Ideanomics can bring to the table, centralized marketing. It wasn't just a case of capitalizing the company for VIA, but looking for a really strategic partner. You look beyond what they can get from a fully developed, publicly listed company like Ideanomics in terms of internal support. You then look at the other companies in our group. Okay? Inductive charging, the grid augmentation and deployment capabilities with Prettl, and the Prettl investment we did recently. We have U.S. Hybrid with its fuel cells and components. We have Solectrac with its EV tractors. This is a really compelling group that we've put together at Ideanomics, allowing us to get into this particular segment, which is the high growth, local delivery market that a lot of folks have got their eyes on, I think, was really compelling when you put everything together. Bob and his team know how to make exceptional vehicles. Okay? They've been doing it for many, many years. He's got teams from GM, Ford, Chrysler, et cetera, within his group. What they needed was a partner that could help them, allow them to focus on execution, because execution is going to be the difference between who gets market share and who doesn't. I think you saw with Rivian's IPO number on Friday, Craig, there's market disruption taking place right now. With the companies that we've put together and the capitalization that we have, we're a perfect fit for VIA versus a SPAC. Thank you for that, Alf. Thank you. The second question I have is the earn-out coverage. 40% on the base deal amount is fairly heavy, and it's based on your 2026 forecast for VIA Motors, or I guess theirs. I don't see the numbers anywhere in your presentation or the press release, but this is a pretty material piece of information for equity investors. Can you maybe share with us a little bit about your revenue and EBITDA expectations for VIA in 2026, and can you kind of help us shape how this company is supposed to develop over the next few years? Yeah, absolutely. It's a really good question. I'll take the first part of it, and then if Shane or Bob want to speak, if I don't cover everything, feel free to. Obviously, we haven't shared any information today. VIA's got some very exciting propositions. Some of them are available. It's information that's already in the market. We believe VIA is going to be one of the significant players in the space that they're in. More broadly, I think if you take a step back and you look at this deal, this is a high-growth area that's primed for market disruption. There's a significant opportunity to capture revenue from 2023 onwards. You will see the numbers fairly soon. They're going to be part of the proxy. The proxy that we will file for the shareholder approval will contain projections for both the Ideanomics business and the VIA business as well. In terms of today, Craig, we're not prepped to be able to give you any further information. Okay, last question, if I may. You may ask me to wait for the proxy on this, total capital invested to date at VIA, approximately how much have the management team there invested in the development of their vehicles? Maybe Bob can answer that question. I know roughly speaking. Yeah. To date, we have capitalized at about $250 million, and management is definitely involved in the funding of the company. Excellent. Thank you so much for taking my questions. Thank you. Our next question is coming from Mike Shlisky from D.A. Davidson. Your line is now live. Good morning, guys, and pardon any background noise. I'm on an airplane, flying an airplane to in Park City, over in California. Looking forward to that. Just I want two quick ones on what VIA does or what the plan is. Will all their vehicles in the future use the inductive charging that you have at WAVE, or is it going to be optional? Or is the plan to truly integrate the actual vehicles in every way to your existing product? Thanks for that. I appreciate you going on mute as you get your question out there. I'll be quick. You get a chance to hear it before your flight takes off. It'll really depend on customer demand. The capabilities to integrate different companies, whether it's WAVE or others, throughout our portfolio is also our divisions, I should say. It's obviously compelling. That's the cross-pollination for sales is really interesting. It'll be based on customer demand. For those customers that are interested. There are a lot of the local last mile delivery and retail customers engaged with WAVE right now, as well as VIA. Obviously, there'll be a slam dunk. For customers who don't choose to take it, then it'll be an integration possibility. Great. I'm getting scared now. I'll follow up with you guys later or tomorrow. Thank you so much. Great. Thank you. Bye. Thanks for joining. Thank you. Once again, ladies and gentlemen. Our next question today is coming from Edward Gibstein from Big Sky Opportunities Fund. Hi. Good morning, everybody. Congratulations on the pending deal. Can somebody tell me what the current cap table is reflecting total shares outstanding for VIA that are part of this transaction? I see, I'm not sure how updated Yahoo Finance is. It shows currently that there's approximately $400 million or so cash on Ideanomics' balance sheet. This is not going to, seemingly, accordingly, the $50 million that they're talking about investing take too significant amount of the cash that's currently on the balance sheet. Are you anticipating a potential funding, I know you can't really speak too much, over the next 12 months to assist the new entity in its manufacturing needs? Yeah. Thank you very much for the question. There is a deck that's going to be, it may have already been filed publicly, but we're filing publicly, as a submission to the SEC that covers the transaction overview. We'll be issuing for the upfront around $162 million Ideanomics shares. That means that, upon closing, the VIA shareholders will hold approximately 25% of the Ideanomics stock. The $50 million is an upfront investment into VIA. We will be looking to invest in them in the future. Whether or not we need to go out to the market for additional financing, will really be dependent on order flow and on how fast their market develops. We've certainly got the balance sheet to support them in the short and medium term. In the long term, they'll get as much cash as they need based on their growth trajectory. Thank you. We reached the end of our question and answer session. I'd like to turn the floor back over to management for any further closing comments. Thank you very much, Kevin. Again, once again, I'd like to thank all participants on the call today, as well as Mr. Shane McMahon, our Chairman here at Ideanomics, Mr. Bob Purcell, the CEO of VIA Motors, and of course, Alfred Poor, our CEO here at Ideanomics. This is all the time we have for today, and this concludes the Ideanomics VIA Acquisition Investors Call. We encourage our community to reach out to us, and we can answer any questions that you may have individually. Please send your questions to ir@ideanomics.com. We'd like to thank our listeners, stockholders, shareholders, and analysts who have had time to take to listen to this call today. We urge you to refer to our latest SEC filings for any information that you need. This call will be available on our website in the Investors section, and you will find the link there. To be alerted to news, events, and other information in a timely manner, we recommend you follow us on social media, sign up to our newsletter, and explore our website at www.ideanomics.com and www.viamotors.com. Thank you, everyone, for participating on the call today. Thank you. You may now disconnect and have a wonderful day. We thank you for your participation today.