Enhanced Investments - Financial Portal

Published: 2022-11-14

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 August 2022
			Commission File No. 001-38612
				ELECTRAMECCANICA VEHICLES CORP.
	(Translation of registrant's name into English)
				8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8
			(Address of principal executive offices)
					Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F						☒ Form 40-F ☐
					Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)		☐
					Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)		☐

Attached as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K is our Quarterly Report for the six months ended June 30, 2022. The information in thisQuarterly Report on Form 6-K and the exhibits hereto are incorporated by reference into: (i) our registration statement on Form F-3 (333-229562), originally filed onFebruary 8, 2019, and the prospectus thereto filed on March 1, 2019; (ii) our registration statement on Form S-8 (333-249321), originally filed on October 5, 2020; and(iii) our registration statement on Form F-3 (333-257292), originally filed on June 22, 2021, the prospectus thereto filed on June 30, 2021, and the prospectus supplementthereto filed on September 30, 2021.
Exhibits
Exhibit No.
		Exhibit

99.1	Quarterly Report for the six months ended June 30, 2022
99.2	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
99.3	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE
	Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersignedhereunto duly authorized.
		ELECTRAMECCANICA VEHICLES CORP.

	Date: August 11, 2022.	By:	/s/ Baljinder K. Bhullar
		Name: Baljinder K. Bhullar
		Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Table of Contents
	Exhibit 99.1
		ELECTRAMECCANICA VEHICLES CORP.
			REPORT ON FORM 6-K FOR THE QUARTER ENDED JUNE 30, 2022
				INDEX
INTRODUCTION	2

PART I					FINANCIAL INFORMATION	4

Item 1					Interim Condensed Consolidated Financial Statements (Unaudited)	4

Item 2					Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3					Quantitative and Qualitative Disclosures About Market Risk	20

Item 4					Controls and Procedures	22

PART II					OTHER INFORMATION	23

Item 1					Legal Proceedings	23

Item 1A					Risk Factors	23

Item 2					Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3					Defaults Upon Senior Securities	37

Item 4					Mine Safety Disclosures	37

Item 5					Other Information	38

Item 6					Exhibits	38

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		INTRODUCTION
Currency of Presentation and Certain Defined Terms
Unless the context otherwise requires, in this quarterly report (the “Quarterly Report”) the term(s) “we”, “us”, “our”, “Company”, “our company”, “ElectraMeccanica”and “our business” refer to Electrameccanica Vehicles Corp.
All references to “$” or “dollars” are expressed in United States dollars (“US”, “U.S.” or “USD”) unless otherwise indicated.
Our financial statements are prepared in US dollars and presented in accordance with International Financial Reporting Standards, or “IFRS”, as issued by InternationalAccounting Standards Board (“IASB”). In this Quarterly Report any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.
Forward-Looking Statements
This Quarterly Report contains statements that constitute “forward-looking statements”. Any statements that are not statements of historical facts may be deemed to beforward-looking statements. These statements appear in a number of different places in this Quarterly Report and, in some cases, can be identified by words such as“anticipates”, “estimates”, “projects”, “expects”, “contemplates”, “intends”, “believes”, “plans”, “may”, “will” or their negatives or other comparable words, althoughnot all forward-looking statements contain these identifying words. Forward-looking statements in this Quarterly Report may include, but are not limited to, statementsand/or information related to: strategy; future operations; the size and value of the order book and the number of orders; the number and timing of building pre-production vehicles; the projection of timing and delivery of SOLOs, eRoadster or Tofinos in the future; projected costs; expected production capacity; expectationsregarding demand and acceptance of our products; estimated costs of machinery to equip a new production facility; trends in the market in which we operate; and theplans and objectives of management.
Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions made in light of our experience and our perception of trends,current conditions and expected developments, as well as other factors that we believe to be relevant and reasonable in the circumstances at the date that such statementsare made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable.Assumptions have been made regarding, among other things: the Company’s ability to maintain production deliveries within certain timelines; the Company’s expectedproduction capacity; prices for machinery to equip a new production facility; labor costs and material costs remaining consistent with the Company’s currentexpectations; production of SOLOs, eRoadster and Tofinos meeting expectations and being consistent with estimates; equipment operating as anticipated; there being nomaterial variations in the current regulatory environment; and the Company’s ability to obtain financing as and when required and on reasonable terms. Readers arecautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used.
Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements,there may be other factors that cause results not to be as anticipated, estimated or intended. The forward-looking statements might not prove to be accurate, as actualresults and future events could differ materially from those anticipated in such forward-looking statements. Accordingly, readers should not place undue reliance onforward-looking statements. These cautionary remarks expressly qualify, in their entirety, all forward-looking statements attributable to our Company or persons actingon our behalf. We do not undertake to update any forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting suchstatements, except as, and to the extent required by, applicable securities laws. You should carefully review the cautionary statements and risk factors contained in thisQuarterly Report and other documents that we may file from time to time with the securities regulators.
Loss of Foreign Private Issuer Status
We have determined that we have ceased to qualify as a “foreign private issuer”, as such term is defined in Rule 405 under the United States Securities Act of 1933, asamended (the “Securities Act”), and Rule 3b-4 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2022, beingthe last business day of our most recently completed second fiscal quarter. We no longer qualify as a foreign private issuer because, as of June 30, 2022, more than 50percent of our common shares were directly or indirectly owned of record by residents of the United States, and five of our nine directors were either citizens or residentsof the United States. Once an issuer fails to qualify for foreign private issuer status it will remain unqualified unless it meets the requirements for foreign private issuerstatus as of the last business day of its second fiscal quarter. Accordingly, our Company will not
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be able to use the forms and rules designated for foreign private issuers after December 31, 2022, being the final day of our current fiscal year. If our Companysubsequently qualifies as a foreign private issuer on the last business day of a subsequent second fiscal quarter, we will immediately be able to use the forms and rulesdesignated for foreign private issuers.
Starting on January 1, 2023, we will be subject to certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the ExchangeAct. In addition, our officers, directors and principal shareholders will be subject to the reporting provisions of Section 16 of the Exchange Act and the rules under theExchange Act with respect to their purchases and sales of our securities, including the “short-swing” profit recovery provisions of Section 16 of the Exchange Act.Moreover, we will be required to file periodic reports and financial statements prepared in accordance with United States generally accepted accounting principles withthe SEC on Form 10-K and Form 10-Q, as applicable, as well as filing current reports on Form 8-K. In addition, we will be subject to Regulation FD, which restricts theselective disclosure of material information which will be in addition to our existing obligation to make timely disclosure of material information under the NasdaqMarketplace Rules.
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		PART I – FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
The selected historical consolidated financial information set forth below has been derived from our financial statements for the six months ended June 30, 2022 and forthe fiscal years ended December 30, 2021, 2020, 2019 and 2018.
			Consolidated Statements of Loss and Comprehensive Loss
				6 months ended	Year ended		Year ended	Year ended	Year ended
				June 30,	December 31,		December 31,	December 31,	December 31,
					2022			2021						2020				2019	2018
Revenues				$	2,585,358		$	2,100,770		$	568,521	$	585,584	$	599,757
Gross Profit				$	(3,787,381)	$	(2,233,911)		$	(130,934)	$	98,041	$	155,961
Net Loss				$	38,128,283	$	41,326,835		$	63,046,905	$	23,212,698	$	7,745,313
Loss per Share – Basic and Diluted				$	0.32		$					0.37	$			1.08	$			0.64	$	0.29
Our interim condensed consolidated financial statements for the six months ended June 30, 2022 and 2021 are attached at the end of this Quarterly Report formingExhibit 99.1.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
General
The following management’s discussion and analysis, prepared for the quarter ended June 30, 2022, is a review of our operations, current financial position and outlookand should be read in conjunction with our annual audited financial statements for the year ended December 31, 2021 and the notes thereto. Amounts are reported inUSD based upon financial statements prepared in accordance with IFRS as issued by the IASB.
The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts ofassets and liabilities, disclosure of contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On anon-going basis we review our estimates and assumptions. The estimates were based on our historical experience and other assumptions that we believe to be reasonableunder the circumstances. Actual results are likely to differ from those estimates or other forward-looking statements under different assumptions or conditions, but we donot believe such differences will materially affect our financial position or results of operations. Our actual results may differ materially.
This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs basedon information currently available. The expectations indicated by such forward-looking statements might not be realized. If any of our management’s assumptions shouldprove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated bythe forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, the ability of our partners to produceour electric vehicles, tariffs and other trade matters, the acceptance of our electric vehicles, our ability to create and expand our customer base, management’s ability toraise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as “believes”, “expects”,“intends”, “plans”, “anticipates”, “estimates” and similar expressions are intended to identify forward-looking statements, although there may be certain forward-lookingstatements not accompanied by such expressions.
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Our Company
Corporate Structure and Principal Executive Offices
We were incorporated on February 16, 2015, under the laws of the Province of British Columbia, Canada, and have a December 31st fiscal year end. Our principalactivity is the development and manufacturing of electric vehicles (“EV”s).
Our principal executive offices are located at 8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8. Our telephone number is (888) 457-7656. Ourwebsite address is www.electrameccanica.com. Our registered and records office is located at Suite 1500, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BritishColumbia, Canada, V6E 4N7.
We have five subsidiaries: Intermeccanica International Inc. (“InterMeccanica”), a British Columbia, Canada, corporation; EMV Automotive USA Inc., a Nevadacorporation; SOLO EV LLC, a Michigan limited liability company; ElectraMeccanica USA LLC, an Arizona limited liability company; and EMV AutomotiveTechnology (Chongqing) Ltd., a People’s Republic of China (“PRC”) corporation.
Additional information related to us is available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and www.electrameccanica.com. We do not incorporate thecontents of our website or of sedar.com into this Quarterly Report.
Overview
We are a development-stage electric vehicle, or “EV”, designer and manufacturer company located in Burnaby, British Columbia, Canada. Our initial product line targetsurban commuters, commercial fleets/deliveries and shared mobility seeking to commute in an efficient, cost-effective and environmentally friendly manner.
Our first flagship EV is the SOLO, a single seat vehicle, of which we have built 64 prototype vehicles in-house as of June 30, 2022 and 60 pre-production vehicles withour manufacturing partner, Chongqing Zongshen Automobile Industry Co., Ltd. (“Zongshen”). We have used some of these pre-mass production vehicles as prototypesand for certification purposes, have delivered some to customers and have used others as test drive models in our showrooms. We believe our schedule to mass produceEVs, combined with our subsidiary, InterMeccanica’s, 62-year history of automotive design, manufacturing and deliveries of motor vehicles to customers, significantlydifferentiates us from other early and development stage EV companies.
We launched commercial production of our SOLO on August 26, 2020. For the quarter ended June 30, 2022, we have produced 193 SOLOs for a total of 654 SOLOssince we launched production. We currently have retail stores located in the States of California, Arizona and Oregon. Deliveries have been made to key markets alongthe U.S. west coast as the Company continues to expand. The Company commenced deliveries on October 4, 2021, to initial customers and commercial fleets.
On September 16, 2020, we announced plans to produce an alternative “cargo and fleet” version of our flagship SOLO EV and debuted the SOLO alternative version (the“SOLO Cargo EV”) at the ACT Expo in Long Beach on August 31, 2021. The Company announced its plan to start delivering the SOLO Cargo EV in the fourth quarterof 2022. The starting suggested retail price of the SOLO Cargo EV is $24,500 (“MSRP”) with 11.8 cubic feet of storage.
To support our production, in October of 2017 we entered into a “Manufacturing Agreement” with Zongshen, acting through its wholly-owned subsidiary. Zongshen is anaffiliate of Zongshen Power Machinery Co., Ltd., a large-scale scientific and technical enterprise which designs, develops, manufactures and sells a diverse range ofmotorcycles and motorcycle engines in China. We amended the Manufacturing Agreement in June of 2021 to update certain manufacturing and delivery provisions of thesame. Zongshen has previously purchased common shares and exercised 1,400,000 warrants at CAD$4.00 per common share from us in 2021, and beneficially ownsapproximately 2.4% of our common shares.
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On March 16, 2021, we announced that we had selected Mesa, Arizona, as the site for the establishment of our U.S.-based assembly facility and engineering technicalcenter. On May 12, 2021, we celebrated the official groundbreaking of the assembly facility and engineering technical center. The intended 235,000 square foot facility isto be located on 18 acres of land adjacent to the Phoenix-Mesa Gateway airport. The building is expected to include an assembly and manufacturing plant, a researchcenter, 22,000 square feet of office space and 19,000 square feet of lab space. In this respect we plan to use an asset-light model in the facility’s development, wherebythe building will be leased from the land owner and developer. The building is being designed by the architectural firm, Ware Malcomb, and is being engineered byHunter Engineering with Willmeng Construction acting as the facility’s general contractor. We received our occupancy certificate on May 12, 2022 from the City of Mesaand did a phased move in during the month of July 2022. When operational, it is expected that the facility will have a production capacity of up to 20,000 vehicles peryear and employ upwards of 200 to 500 people.
We have other EV candidates, like the “eRoadster” and the “Tofino”, an all-electric, two-seater roadster, in the early design development stage.
We have devoted substantial resources to create an affordable EV which brings significant performance and value to our customers. To this end, the SOLO carries amanufacturer’s suggested retail price of $18,500, prior to any surcharge to cover tariffs (discussed below), and is powered by a high-performance electric rear drive motorwhich enables the SOLO to achieve:
●		a top speed of 80 mph and an attainable cruise speed of 68 mph resulting from its lightweight aerospace composite chassis;
●		acceleration from 0 mph to 60 mph in approximately ten seconds; and
●		a range of up to 100 miles generated from a lithium-ion battery system that requires up to four hours of charging time on a 220-volt charging station (up to eighthours from a 110-volt outlet) that utilizes approximately 17.3 kW/h.
In addition, the SOLO contains a number of standard features found in higher price point vehicles, including:
●		LCD Digital Instrument Cluster;
●		Power Windows, Power Steering and Power Brakes;
●		AM/FM Stereo with Bluetooth/ /USB;
●		Rear view backup camera;
●		Air conditioning;
●		Heated seat;
●		Heater and defogger; and
●		Keyless remote entry.
Unique to Canada, the SOLO is under the three-wheeled vehicle category and is subject to the safety standards listed in Schedule III of the Canadian Motor VehicleSafety Regulations. See “Government Regulation” herein.
For sale into the United States, we and our vehicles must meet the applicable provisions of the U.S. Code of Federal Regulations (“CFR”) Title 49 —Transportation.Since the U.S. regulations do not have a specific class for three-wheeled “autocycles”, the SOLO falls under the definition of a motorcycle pursuant to Sec. 571.3 of 49CFR Part 571. However, currently a motorcycle license is not required to drive them in all but the States of Indiana, Massachusetts, Minnesota, Nebraska, Nevada, NewMexico and North Carolina. Motorcycle helmets must be worn while operating in the States of Alaska (when operating without a motorcycle license or endorsement),Nebraska and North Carolina. Helmets are also required if the driver is under 18 years old in the States of Alaska, Colorado, Indiana, Minnesota, Montana, NewHampshire and New Mexico. See “Government Regulation” herein.
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Industry Overview
Investment in clean technology has been trending upwards for several years as nations, governments and societies overall become more aware of the damaging effectsthat pollution and greenhouse gas emissions have on the environment. EVs are a growing segment of this clean technology movement. An EV is any vehicle that doesnot solely operate on gas or diesel. Within this alternative vehicle group there are sub-categories of alternative vehicles that utilize different innovative technologies,including battery electric vehicles (“BEV”) and plug-in hybrid electric vehicles (“PHEV”). Our products are BEVs.
Competitive Factors
The EV market is evolving and companies within it must be able to adapt without jeopardizing the timing, quality or quantity of their products. Other manufacturers haveentered the electric vehicle market and we expect additional competitors to enter this market within the next several years. As they do, we expect that we will experiencesignificant competition. With respect to the SOLO, we face strong competition from established automobile manufacturers, including manufacturers of EVs such as theTesla Model 3, the Chevrolet Bolt and the Nissan Leaf.
Most of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources than we do, and may be ableto devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products. Virtually all of our competitors havemore extensive customer bases and broader customer and industry relationships than we do. In addition, almost all of these companies have longer operating histories andgreater name recognition than we do.
Furthermore, certain large manufacturers offer financing and leasing options on their vehicles and also have the ability to market vehicles at a substantial discount;provided that the vehicles are financed through their affiliated financing company. We currently offer direct loan financing on our vehicles through 3rd parties. The lack ofother financing options and the absence of customary vehicle discounts could put us at a competitive disadvantage.
We expect competition in our industry to intensify in the future in light of increased demand for alternative fuel vehicles, continuing globalization and consolidation inthe worldwide automotive industry. Our ability to successfully compete in our industry will be fundamental to our future success in the EV market and our market share.We might not be able to compete successfully in our market. Increased competition could result in price reductions and revenue shortfalls, and loss of customers and lossof market share, which could harm our business, prospects, financial condition and operating results.
We believe that our extensive managerial and automotive experience, production capability and unique product offering give us the ability to successfully operate in theEV market in a way that many of our competitors cannot. In particular, we believe that our competitive advantages include:
●		Extensive in-house development capabilities: Our acquisition of InterMeccanica in 2017 enables us to leverage InterMeccanica’s extensive 62 years ofexperience in vehicle design, manufacture, sales and customer support. InterMeccanica was founded in Turin, Italy, in 1959, as a speed parts provider and soonbegan producing in-house designed, complete vehicles like the Apollo GT, Italia, Murena, Indira and the Porsche 356 replica. We have integratedInterMeccanica’s staff with the research and development team that we had prior to the acquisition to develop and enhance current and future model offerings.At the end of December 2021, the Company stopped taking any further orders for its internal combustion engine roadsters.;
●		In-house production capabilities: We have the ability to manufacture our own products on a non-commercial scale. As of June 30, 2022, we have produced 64prototype SOLOs at our facilities in Vancouver (now Burnaby), British Columbia, and 60 pre-production SOLOs with our manufacturing partner, Zongshen;
●		Commercial production of the SOLO commenced August 26, 2020: As at June 30, 2022, in accordance with our Manufacturing Agreement, Zongshen hasproduced a total of 60 pre-production vehicles and a total of 654 production vehicles;
●		Unique product offering: The SOLO’s manufacturer suggested retail price of $18,500, prior to any surcharge for tariffs, is far below the retail price of EVsoffered by those who we consider to be our principal competitors and, as a consequence, we believe that the SOLO compares favorably against them; and
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●		Management expertise: We have selected our management with an eye towards providing us with the business and technical expertise needed to be successful.They include: Kevin Pavlov, our Chief Executive Officer; Bal Bhullar, our Chief Financial Officer; Joseph Mitchell, our Chief Operating Officer; Kim Brink,our Chief Revenue Officer; and Isaac Moss, our Chief Administrative Officer and Corporate Secretary. A number of these key employees and consultants havesignificant experience in the automobile manufacturing and technology industries. We have supplemented additional expertise by adding consultants anddirectors with corporate, accounting, legal and other strengths.
Government Regulation
As a vehicle manufacturer we are required to ensure that all vehicle production meets applicable safety and environmental standards. Issuance of the National SafetyMark (the “NSM”) by the Minister of Transport for Canada will be our authorization to manufacture vehicles in Canada for the Canadian market. Receipt of the NSM iscontingent on us demonstrating that our vehicles are designed and manufactured to meet or exceed the applicable sections of the Canadian Motor Vehicle Safety Act(C.R.C. Chapter 1038) and that appropriate records are maintained. Unique to Canada, the SOLO is under the three-wheeled vehicle category and is subject to the safetystandards listed in Schedule III of the Canadian Motor Vehicle Safety Regulations (“CMVSR”), which can be found at (https://laws-lois.justice.gc.ca/eng/regulations/C.R.C.,_c._1038/section-
			sched479060.html?
txthl=regulations+regulation+vehicle%E2%80%99s+vehicles+schedule+canadian+vehicle+safety+motors+motor+iii).
For sale into the United States, we and our vehicles must meet the applicable provisions of the U.S. CFR Title 49 —Transportation. Since the U.S. regulations do nothave a specific class for three-wheeled “autocycles”, the SOLO falls under the definition of a motorcycle pursuant to Sec. 571.3 of 49 CFR Part 571. However, currentlya motorcycle license is not required to drive them in all but the States of Indiana, Massachusetts, Minnesota, Nebraska, Nevada, New Mexico and North Carolina.Motorcycle helmets must be worn while operating in the States of Alaska (when operating without a motorcycle license or endorsement), Nebraska and North Carolina.Helmets are also required if the driver is under 18 years old in the States of Alaska, Colorado, Indiana, Minnesota, Montana, New Hampshire and New Mexico.
We certified the SOLO for compliance with the applicable U.S. requirements in the first quarter of 2018. Results from third party vehicle testing at a facility in Quebec,Canada, were used for this certification. We continue to use third party facilities for certification testing to ensure that any changes to the SOLO’s design continue to meetsafety requirements. Compliance certification of the SOLO for Canada began in 2018.
Within the three-wheel vehicle classification in Canada, CMVSR Standard 305 sets out the regulation for prevention of injury to the occupant during and after a crash asrelated to the vehicle’s batteries. Under this standard, the security and integrity of electric drive system components and their isolation from the occupant are evaluated inthe course of a frontal barrier crash test in accordance with Technical Standard Document No. 305. The equivalent U.S standard, FMVSS No. 305, is not applicable to themotorcycle category under the U.S. regulations.
Strategy
Our near-term goal is to expand sales of the SOLO while continuing to develop our other EVs. We intend to achieve this goal by:
●		Increasing orders for our EVs: We have an online reservation system which allows a potential customer to reserve a SOLO by paying a refundable $250deposit. Once reserved, the potential customer is allocated a reservation number and, although we cannot guarantee that such pre-orders will become bindingand result in sales, we intend to fulfill the reservations as the respective vehicles are produced. We currently have certain refundable deposits from variousindividuals for SOLOs, Tofinos and e-Roadsters on our Balance Sheet;
●		Having sales and services supported by local corporate stores: We will monitor all cars in real time via telematics which provides early warning of potentialmaintenance issues; and
●		Expanding our product offering: In parallel with the production and sale of the SOLO, we aim to continue the development of our other proposed products,including the SOLO Cargo EV, Tofino and e-Roadster. It is expected that the MSRP will be $24,500 for the SOLO Cargo EV.
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We have achieved our pre-order book through an online “direct sales to customers and corporate sales” platform. Additionally, we have service and distribution centers inStudio City and Huntington Beach, California. We also have a temporary service and distribution center in Mesa, Arizona. We plan on expanding the corporateexperiential centers model and will be opening these centers in key urban areas. We currently have retail stores located in the States of California, Arizona and Oregon.Deliveries are made to key markets along the U.S. west coast as the Company continues to expand. The Company commenced deliveries to initial customers in October2021.
We will continue to identify other retail and experiential center targets in additional regions. The establishment of stores will depend on regional demand, availablecandidates and local regulations. Our vehicles will initially be available directly from us. We plan to only establish and operate corporate stores in those states in theUnited States that do not restrict or prohibit certain retail sales models by vehicle manufacturers.
Marketing and Sales Plan
We recognize that marketing efforts must be focused on customer education and establishing brand presence and visibility which is expected to allow our vehicles to gaintraction and subsequently gain increases in orders. Our marketing and promotional efforts emphasize the SOLO’s image as an efficient, clean and attainable EV for themasses to commute on a daily basis, for commercial fleets/deliveries and for shared mobility.
A key point to the marketing plan is to target metropolitan areas with high population density, expensive real estate, high commuter traffic load and pollution levelswhich are becoming an enormous concern. Accordingly, our management has identified California, Washington, Oregon, Arizona, Colorado and Southern Florida asareas with cities that fit the aforementioned criteria, and we have plans to seek out suitable locations for additional stores there.
Our current marketing strategy that will generate interest and media buzz based on the SOLO’s selling points. Key aspects of our marketing plan include:
●		Digital marketing: Organic engagement and paid digital marketing media with engaging posts aimed to educate the public about EVs and develop interest in ourSOLO;
●		Earned media: We have already received press coverage from several traditional media sources and expect these features and news stories to continue with ourcommercial launch;
●		Investor Relations/Press Releases: Our investor relations team will provide media releases/kits for updates and news on our progress;
●		Industry shows and events: Promotional merchandise giveaways are expected to enhance and further solidify our branding in consumer minds. In October 2020we hosted the “First Look & Drive” media event in Santa Monica, California, and during March 2021 we showcased the SOLO at Barrett Jackson in Scottsdale,Arizona. In August/September 2021 we showcased the SOLO and SOLO Cargo version at the ACT Expo in Long Beach, California. Computer stations andpayment processing software will be readily on hand at such events to accept SOLO reservations. In November of 2021 we showcased SOLO O2 and SOLOCrassodon at SEMA in Las Vegas, Nevada. Also in November we showcased the entire SOLO line up at the LA Autoshow along with test drives. In January2022, we participated at CES. In June 2022, we participated at the Goodwood Festival of Speed in West Sussex, England; and
●		First-hand experience: Test-drives and/or public viewings are available at our existing stores in Burnaby, Arizona, California, and Oregon.
We have a partnership with BMO Harris Bank and Freedom Road Financial for the SOLO loan financing program for consumers and small businesses. The programprovides a finance solution to support SOLO sales and to enhance customer journey experience.
We anticipate that our marketing strategy and tactics will evolve over time as our SOLO gains momentum and we identify appropriate channels and media that align withour long-term objectives. In all of our efforts we plan to focus on the features that differentiate our SOLO from the existing EVs in the market.
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Potential Impact of the COVID-19 Pandemic
In December 2019, a strain of novel coronavirus (now commonly known as COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spreadrapidly throughout many countries, and, on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic. In an effort to contain and mitigate thespread of COVID-19, many countries, including the United States, Canada and China, have imposed unprecedented restrictions on travel, and there have been businessclosures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19.
Our manufacturing partner, Zongshen, reports that its operations have not been materially affected at this point, and with our partner Zongshen we have begun producingthe SOLO for targeted deliveries to customers during the last quarter of 2021. However, significant uncertainty remains as to the potential impact of the COVID-19pandemic on our and Zongshen’s operations, and on the global economy as a whole. Government-imposed restrictions on travel and other “social-distancing” measures,such as restrictions on assemblies of groups of persons, have potential to disrupt supply chains for parts and sales channels for our products, and may result in laborshortages.
During March 2022, some of our suppliers had suspended production due to COVID-19 outbreaks and lockdowns in Shanghai, China, however, the Company wasinformed that the suppliers resumed normal production capacity as of July 2022. At this time, Zongshen is currently able to meet production requests of the Company.
It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We will continue tomonitor the COVID-19 situation closely, and intend to follow health and safety guidelines as they evolve.
Potential Impact of Tariffs
The existing trade dispute between the United States and China could increase the proposed sales price of our products or decrease our profits, if any. In June 2018, theprevious U.S. administration imposed tariffs on $34 billion of Chinese exports, including a 25% duty on cars built in China and shipped to the United States. Followingthe imposition of these tariffs, China imposed additional tariffs on U.S. goods manufactured in the United States and exported to China. Subsequently, the U.S.administration indicated that it may impose tariffs on up to US$500 billion of goods manufactured in China and imported into the United States. These tariffs mayescalate a nascent trade war between China and the United States. This trade conflict could affect our business because we intend to mass produce the SOLO in Chinaand our intended principal market is the west coast of North America. If a trade war were to escalate, or if tariffs were imposed on any of our products, we could beforced to increase the proposed sales price of such products or reduce the margins, if any, on such products.
Recently, U.S. Customs and Border Protection ruled that the SOLO has a classification under the Harmonized Tariff Schedule of the United States that applies topassenger vehicles for less than 10 people with only electric motors. The total applicable duty for this classification was recently raised to 27.5% (2.5% is a “most-favored-nation” tariff for this classification and 25% derives from this classification being on the China 301 List 1). As indicated above, we envision that the basepurchase price for our SOLO will be approximately $18,500 (MSRP). As the landscape for tariffs involving imports to the United States from the PRC has been changingover the past year, and may change again, we have not determined how to adjust the base purchase price in the United States in response to the recent tariff increase.
On January 15, 2020, the United States and the PRC signed an Economic and Trade Agreement commonly referred to as the “Phase 1 Trade Agreement”, which cameinto force on February 14, 2020. Notwithstanding the coming into force of the Phase 1 Trade Agreement, the United States will maintain its tariffs on cars built in Chinaand shipped to the United States.
Financing
We incurred net losses of $38,128,383 in the six months ended June 30, 2022, and $41,326,835 in the year ended December 31, 2021, and anticipate incurring losses inour current fiscal year. We had negative operating cash flows of $43,301,954 for the six months ended June 30, 2022, and $60,418,163 for the year ended December 31,2021, and we anticipate negative operating cash flows during our current fiscal year. Although we had working capital of $195,139,339, including cash and cashequivalents of $176,371,603, as at June 30, 2022, and anticipate deriving revenue this fiscal year from the sale of EVs and high-end custom cars, we believe that we willneed additional financing to continue operations. If we are unable to continue to access private and public capital on terms that are acceptable to us, we may be forced tocurtail or cease operations.
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Market conditions, trends or events
Our ability to continue operations also depends on market conditions outside of our control. Significant developments in alternative technologies, such as advanceddiesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect ourbusiness and prospects. Failure to keep up with advances in electric vehicle technology would result in a decline in the Company’s competitive position which maymaterially and adversely affect our business, prospects, operating results and financial condition.
Commodities
Prices for commodities remain volatile, and we expect to experience price increases for base metals and raw materials that are used in batteries for electric vehicles (e.g.,lithium, cobalt and nickel) as well as steel, aluminum and other material inputs. Global demand and differences in output across sectors as a result of the COVID-19pandemic have generated divergence in price movements across different commodities. We expect the net impact on us overall will be higher material costs. In order toassist in ensuring a supply of raw materials for critical components (such as batteries), we plan to enter into multi-year sourcing agreements.
Inflation
Inflation has significantly risen during the first half of 2022, resulting from both demand / supply imbalances as economies continued to recover from the COVID-19pandemic as well as the impact on the availability and cost of energy and other commodities resulting from Russia’s invasion of Ukraine in February 2022 which is on-going. We are seeing a near-term impact on our business due to inflationary pressure (including increased personnel costs associated with scaling our business, etc ). Inan effort to dampen inflationary pressures, central banks have begun to raise interest rates which likely will increase the cost of any financing the Company mayundertake in the future.
Selected Financial Information
	Six Months Ended Six Months Ended	Year Ended	Year Ended
			30-June-22	30-June-21	31-Dec-21				31-Dec-20
			$				$		$				$
Revenue			2,585,358	482,385	2,100,770				568,521
Gross profit / (loss)			(3,787,381)				13,075	(2,233,911)				(130,934)
Operations:
General and administration expenses			18,376,107	13,062,225	31,057,633				15,778,172
Research and development expenses			10,285,365	6,883,644	17,090,282				8,666,247
Sales and marketing expenses			5,924,258	4,323,316	10,413,748				2,635,134
Subtotal			34,585,730	24,269,185	58,561,663				27,079,553
Changes in fair value of derivative liability			(270,746)	(12,257,385)	(19,033,560)				31,923,727
Foreign exchange loss (gain)			55,618	(109,043)						9,758	4,447,387
Net loss for the period			38,128,283	11,628,049	41,326,835				63,046,905
Basic & diluted loss per Share						0.32	0.11	0.37						1.08
Balance sheet
Working capital			195,139,339	257,420,870	232,454,617	130,755,823
Total assets			233,508,803	275,240,356	252,850,698	145,754,382
Total long-term liabilities			17,255,905	9,582,530	1,858,810				18,518,649
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Summary of Quarterly Results
The following table sets forth selected certain of our financial information for each of our last eight quarters:
							Basic and diluted
				loss
					Quarter	Revenue	Expenses				Net Loss		per share
					Ending								$		$				$			$
								30-Jun-22	1,546,715	18,385,175				20,296,746					0.17
					31-Mar-22	1,038,643	16,200,555				17,831,537					0.15
					31-Dec-21	1,508,246	17,127,086				16,851,388					0.15
					30-Sep-21								110,139	17,165,392				12,847,398					0.11
								30-Jun-21								298,796	15,366,841			11,447,385				0.10
					31-Mar-21								183,589	8,902,344				180,664			0.00
					31-Dec-20								223,936	10,979,952				41,110,547			0.51
					30-Sep-20								245,691	6,594,001				11,179,230			0.16
Results of Operations for the Three Months Ended June 30, 2022
We had revenues of $1,546,715 and $298,796 for the three months ended June 30, 2022 and 2021, respectively. The cost of revenue was $3,430,603 (2021: $253,704)providing a gross loss of $1,883,888 (2021: gross profit $45,092) or -121.8% (2021: 15.1%). Revenue for SOLO and custom build vehicles is recognized when theCompany has transferred control to the customer which generally occurs upon delivery. The increase in cost of revenue and negative margin is mainly due to the launchof SOLO sales from October 2021. Inventoriable cost for SOLO includes 25% duty as SOLO is classified on the China 301 List 1 by U.S. Customs and BoarderProtection. The following table indicates the number of vehicles produced for either delivery to customers, testing or marketing purposes.
											Production					Customer Deliveries
Vehicle Type											Three Months Ended					Three Months Ended
		June 30	June 30				June 30				June 30
		2022	2021				2022				2021
SOLO – production, made by Zongshen		193		25					68			0
Roadster/Speedster - InterMeccanica		3		4					3			4
During the three months ended June 30, 2022, we incurred a comprehensive loss of $20,284,551, compared to a comprehensive loss of $11,453,859 for the correspondingperiod in 2021. The largest expense items that resulted in comprehensive loss for the three months ended June 30, 2022 were:
-													General and administrative expenses for the three months ended June 30, 2022 were $9,762,990, compared to $8,526,249 for the three months ended June 30,2021. The following items are included in general and administrative expenses:
													●	Office expenses increased to $1,057,885 for the three months ended June 30, 2022, compared to $511,492 for the corresponding quarter ended June 30,2021. The increase was caused caused by increases in software subscriptions, travel, office supplies and bank charge and payroll service fees;
													●	Professional fees decreased to $1,832,683 for the three months ended June 30, 2022, compared to $2,202,705 for the corresponding quarter ended June 30,2021. The decrease in legal and professional expenses was caused by the decrease in the professional services received for our SAP systemimplementation;
													●	Consulting fees decreased to $591,634 for the three months ended June 30, 2022, compared to $1,201,666 for the corresponding quarter ended June 30,2021. The decrease in fees is related to the decrease in consulting activities in relation to our U.S.-based assembly facility located in Mesa, Arizona;
													●	Investor relations expenses, not including the consulting fees above, were $424,854 for the three months ended June 30, 2022, compared to $220,680 forthe corresponding quarter ended June 30, 2021. The increase was related to the increased consulting services related to investor relations;
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		●	Salaries and employee related expenses increased to $2,042,627 for the three months ended June 30, 2022, compared to $1,041,581 for the correspondingquarter ended June 30, 2021. The increase was related to the addition of new employees due to the growth of the Company;
		●	Amortization expenses were $1,391,113 for the three months ended June 30, 2022, compared to $990,537 for the corresponding quarter ended June 30,2021. The increase was due to our addition in property, plant and equipment and right-of-use assets of $15,313,482 (three months ended June 30, 2021 -$1,389,238); and
		●	Insurance expenses were $782,935 the three months ended June 30, 2022, compared to $529,413 for the corresponding quarter ended June 30, 2021. Theincrease is related to overall rate increases for insurance coverage.
-		Research and development expenses increased to $5,614,265 for the three months ended June 30, 2022, compared to $4,590,463 for the corresponding quarterended June 30, 2021. Research and development costs relate to the EV segment as the Company continues product development of the SOLO and e-Roadster.All costs related to the development of vehicles are being expensed to research and development and SR&ED funds are being booked to reduce the research anddevelopment expenses.
-		Sales and marketing expenses increased to $3,007,920 for the three months ended June 30, 2022, compared to $2,250,129 for the corresponding quarter endedJune 30, 2021. The Company has begun delivery of commercially-produced SOLOs, and the Company increased its sales and marketing efforts by developingbrand assets, increasing presence in social media, attending marketing events and rapidly growing its sales team.
-		Stock-based compensation charges, included in general and administrative expenses, research and development expenses and sales and marketing expenses, forthe three months ended June 30, 2022 were $1,658,057 (2021: $1,720,483). We issued 1,697,543 (three months ended June 30, 2021 – 805,000) stock options toemployees at exercise prices between $1.5 and $2.20 per share during the three months ended June 30, 2022. The stock-based compensation charges related tostock options issued during current and previous quarters where charges are recognized over their vesting periods. We use the Black-Scholes Option PricingModel of calculating the stock-based compensation expense under the graded vesting method. The decrease was caused by the decrease of the fair value of theawards vested.
Our operating loss for the three months ended June 30, 2022 increased to $20,269,063 (2021: $15,321,749). The increase in operating loss was caused by theaforementioned expenses for the quarter.
We recognized a gain related to changes in the fair values of derivative liabilities of $172,465 (2021: $3,584,770) during the quarter mainly caused by the decrease of ourshare price from $2.17 at March 31, 2022 to $1.35 at June 30, 2022 (from $4.70 at March 31, 2021 to $4.27 at June 30, 2021), as well as the decrease in the number ofoutstanding warrants priced in Canadian dollars. Warrants priced in Canadian dollars are classified as derivative liabilities because the Company’s functional currency isU.S. dollars. As a result of this difference in currencies, the proceeds that are received by the Company are not fixed and will vary based on foreign exchange rates; hencethe warrants are a derivative under IFRS and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period toperiod are recorded as a non-cash gain or loss in our consolidated statements of loss and comprehensive loss.
We also had a foreign exchange loss of $149,958 on net working capital (2021: gain of $121,203) related to the fluctuations in the Canadian dollar as compared to theUSD.
Net loss and comprehensive loss for the three months ended June 30, 2022 was $20,296,746 and $20,284,551, respectively (2021: $11,447,385 and $11,453,859).
Results of Operations for the Six Months Ended June 30, 2022
We had revenues of $ $2,585,358 and $ $482,385 for the six months ended June 30, 2022 and 2021, respectively. The cost of revenue was $ 6,372,739 (2021: $469,310),providing a gross loss of $3,787,381 (2021: gross profit $13,075) or -146.5% (2021: 2.7%). Revenue for SOLO and custom build vehicles is recognized when theCompany has transferred control to the customer which generally occurs upon delivery. The increase in cost of revenue and negative margin is mainly due to launch ofSOLO sales from October 2021. Inventoriable cost for SOLO includes 25% duty as SOLO is classified on the China 301 List 1 by U.S. Customs and Boarder Protection.The following table indicates the number of vehicles produced for either delivery to customers, testing or marketing purposes.
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Production

Customer Deliveries

Vehicle Type

Six Months Ended

June 30

2022

2021

2022

2021

SOLO – production, made by Zongshen

363

113

Roadster/Speedster - InterMeccanica

During the six months ended June 30, 2022, we incurred a comprehensive loss of $38,121,938, compared to a comprehensive loss of $11,642,382 for the correspondingperiod in 2021. The largest expense items that resulted in comprehensive loss for the six months ended June 30, 2022 were:

General and administrative expenses for the six months ended June 30, 2022 were $18,376,107, compared to $13,062,225 for the six months ended June 30,2021. The following items are included in general and administrative expenses:

●

Office expenses increased to $2,000,206 for the six months ended June 30, 2022, compared to $793,448 for the corresponding six months ended June 30,2021. The increase was caused by increases in software subscriptions, travel, office supplies and bank charge and payroll service fees;

●

Professional fees increased to $2,997,066 for the six months ended June 30, 2022, compared to $2,561,958 for the corresponding six months ended June 30,2021. The increase in legal and professional expenses was caused by the professional services received for our SAP system implementation and theincrease in recruitment service expenses, legal expenses and audit fees;

●

Investor relations expenses were $735,029 for the six months ended June 30, 2022, compared to $418,642 for the corresponding six months ended June 30,2021. The increase was related to the increased consulting services related to investor relations;

●

Salaries and employee related expenses increased to $4,299,548 for the six months ended June 30, 2022, compared to $2,014,830 for the corresponding sixmonths ended June 30, 2021. The increase was related to a severance payment to the Company’s former Executive Vice-President and the addition of newemployees due to the growth of the Company;

●

Amortization expenses were $2,656,493 for the six months ended June 30, 2022, compared to $1,902,366 for the corresponding six month ended June 30,2021. The increase was due to our addition in property, plant and equipment and right-of-use assets of $18,324,531 (six months ended June 30, 2021 -$3,501,353); and

●

Insurance expenses were $1,506,127 the six months ended June 30, 2022, compared to $954,710 for the corresponding six month ended June 30, 2021. Theincrease is related to overall rate increases in insurance coverage.

Research and development expenses increased to $10,285,365 for the six months ended June 30, 2022, compared to $6,883,644 for the corresponding sixmonths ended June 30, 2021. Research and development costs relate to the EV segment as the Company continues product development of the SOLO and e-Roadster. All costs related to the development of vehicles are being expensed to research and development and SR&ED funds are being booked to reduce theresearch and development expenses.

Sales and marketing expenses increased to $5,924,258 for the six months ended June 30, 2022, compared to $4,323,316 for the corresponding six months endedJune 30, 2021. The Company has begun delivery of commercially-produced SOLOs, and the Company increased its sales and marketing efforts by developingbrand assets, increasing presence in social media, attending marketing events and rapidly growing its sales team.

Stock-based compensation charges, included in general and administrative expenses, research and development expenses and sales and marketing expenses, forthe six months ended June 30, 2022 were $2,840,460 (2021: $3,183,349). We issued 2,408,849 (six months ended June 30, 2021 – 1,210,000) stock options toemployees at exercise prices between $1.5 and $2.13 per share during the six months ended June 30, 2022. The stock-based compensation charges related tostock options issued during current and previous quarters where charges are recognized over their vesting periods. We use the Black-Scholes Option

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		Pricing Model of calculating the stock-based compensation expense under the graded vesting method. The decrease was caused by the decrease of the fair valueof the awards vested.
Our operating loss for the six months ended June 30, 2022 increased to $38,373,111 (2021: $24,256,110). The increase in operating loss was caused by theaforementioned expenses for the quarter.
We recognized a gain related to changes in the fair values of derivative liabilities of $270,746 (2021: $12,257,385) during the six month period mainly caused by thedecrease of our share price from $2.28 at December 31, 2021 to $1.35 at June 30, 2022 (from $6.19 at December 31, 2020 to $4.27 at June 30, 2021), as well as thedecrease in the number of outstanding warrants priced in Canadian dollars. Warrants priced in Canadian dollars are classified as derivative liabilities because theCompany’s functional currency is U.S. dollars. As a result of this difference in currencies, the proceeds that are received by the Company are not fixed and will varybased on foreign exchange rates; hence the warrants are a derivative under IFRS and are required to be recognized and measured at fair value at each reporting period.Any changes in fair value from period to period are recorded as a non-cash gain or loss in our consolidated statements of loss and comprehensive loss.
We also had a foreign exchange loss of $55,618 on net working capital (2021: gain of $109,043) related to the fluctuations in the Canadian dollar as compared to theUSD.
Net loss and comprehensive loss for the six months ended June 30, 2022 was $38,128,283 and $38,121,938, respectively (2021: $11,628,049 and $11,642,382).
Liquidity and Capital Resources
Liquidity
Our Company’s operations consist of the designing, developing and manufacturing of electric vehicles. Our financial success depends upon our ability to market and sellour electric vehicles and to raise sufficient working capital to enable us to execute our business plan. Our Company’s historical capital needs have been met by the sale ofour stock. Equity funding might not be possible at the times required by the Company. If no funds can be raised and sales of its electric vehicles do not produce sufficientnet cash flow, then we may require a significant curtailing of operations to ensure our survival or we may be required to cease operations.
Our financial statements have been prepared on a basis which assumes that our Company will be able to realize its assets and discharge its liabilities in the normal courseof business for the foreseeable future. We incurred a net loss of $38,128,283 during the six months ended June 30, 2022 and had cash and cash equivalents and a workingcapital surplus of $176,371,603 and $195,139,339, respectively. Our ability to meet our obligations as they fall due and to continue to operate depends on the continuedfinancial support of our creditors and our shareholders. In the past we have relied on sales of our equity securities to meet our cash requirements. Funding from this orother sources might not be sufficient in the future to continue our operations. Even if we are able to obtain new financing, it may not be on commercially reasonableterms or terms that are acceptable to us. Failure to obtain such financing on a timely basis could cause us to reduce or terminate our operations.
As of June 30, 2022, we had 118,725,132 issued and outstanding shares and 139,084,081 shares on a fully-diluted basis. Our common shares and certain of our warrantsbegan trading on the Nasdaq Capital Market on August 9, 2018.
We had $195,139,339 of working capital surplus as at June 30, 2022, compared to $232,454,617 of working capital surplus as at December 31, 2021. The decrease inworking capital resulted from cash generated from financing activities of $139,138 (2021: $148,010,788), offset by working capital used in operations of $43,301,954(2021: $24,373,761) and investing activities of $2,399,934 (2021: $3,044,579) related to our additions to property, plant and equipment.
Capital Resources
As at June 30, 2022, we had cash and cash equivalents of $176,371,603 (December 31, 2021: $221,928,008).
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Financings
On September 30, 2021, the Company contracted with Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC (each, an “Agent”, and collectively, the“Agents”) to sell common shares having an aggregate offering price of up to $200,000,000 through the Agents (the “September Sales Agreement”).
In accordance with the terms of the September Sales Agreement, the Company may offer and sell common shares from time to time through the Agent selected by theCompany (the “Designated Agent”), acting as sales agent or, with consent of the Company, as principal. The common shares may be offered and sold by any methodpermitted by law deemed to be an “at the market” offering (the “ATM Offering”) as defined in Rule 415 promulgated under the Securities Act, including sales madedirectly on or through the Nasdaq Capital Market on any other existing trading market for the common shares and, if expressly authorized by the Company, in negotiatedtransactions.
No common shares were issued during the six months ended June 30, 2022 pursuant to the ATM Offering under the September Sales Agreement.
Statement of Cash Flows
During the six-month period ended June 30, 2022, our net cash decreased by $45,562,750 (2021: increase $120,592,448), which included net cash provided by financingactivities of $139,138 (2021: $148,010,788), offset by cash used in operating activities of $43,301,954 (2021: $24,373,761), net cash used in investing activities of$2,399,934 (2021: $3,044,579) and the positive effect of the exchange rate on cash and cash equivalents of $6,345 (2021: -$14,333).
Cash Flow used in Operating Activities
Cash flow used in operating activities totaled $43,301,954 and $24,373,761 during the six months ended June 30, 2022 and 2021, respectively. Cash used in operatingactivities increased in 2022 as a result of a decrease in accounts receivable of $169,940, an increase in pre-paid expenses of $5,356,208, an increase in inventory of$7,736,395, a decrease in trade payables and accrued liabilities of $140,409, a decrease in customer deposits and construction contract liability of $129,873 and net lossduring the period of $38,128,283.
Cash Flow used in Investing Activities
During the six-month period ended June 30, 2022, investing activities used cash of $2,171,060 for expenditures on plant and equipment and 228,874 for investment inrestricted cash, as compared to investing activities using cash of $3,044,579 for the same period last year from the net result of expenditures on plant and equipment andinvestment in restricted cash.
Cash flow provided by Financing Activities
During the six month period ended June 30, 2022, financing activities provided cash of $139,138 from the issuance of common shares for stock options exercised andinterest received, which was offset by cash used for payment of withholding taxes for restricted stock units (“RSU”s) issued and exercised and interest paid andrepayment of leases, as compared to $148,010,788 for the same period last year from proceeds on issuance of common shares, proceeds from the issuance of commonshares for warrants and stock options exercised, interest received and lease payments received for net investment in sublease, which was offset by cash used for interestpaid and repayment of leases.
Trends and Uncertainties
Due to our short operating history, we are not aware of any trends that have or are reasonably likely to have a current or future effect on our financial condition, changesin financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that would require disclosure.
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Transactions with Related Parties
In addition to the amounts or arrangements disclosed herein, the following transactions with related parties have occurred.
Related party balances
The following amounts are due to related parties:
			June 30	December 31,
				2022			2021
Due to related party		$		107,426	$		743,100
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
Key management personnel compensation
			June 30	June 30

				2022	2021
Salary		$	1,311,326 $			754,000
Director fees				345,054	158,864
Stock-based compensation			2,117,372	1,882,364
		$	3,773,752 $	2,795,228
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Incentive Stock Options
We granted an aggregate of 2,408,849 stock options during the six months ended June 30, 2022. The following table represents the number of stock options that areoutstanding as at June 30, 2022.
		Date of Grant	Number of Options	Price Per Option			Expiry Date
		13-Aug-15		25,000	CAD $		0.30	13-Aug-22
		9-Dec-15		264,773	CAD $		0.80	9-Dec-22
		7-Mar-16		12,500 CAD $	0.80	7-Mar-23
		17-Feb-17		40,214 CAD $	2.00	17-Feb-24
		8-Aug-17		40,000 CAD $	2.00	8-Aug-24
		5-Jan-18		107,500	$		9.60	5-Jan-25
		30-Nov-18		193,629	$		5.00	30-Nov-23
		19-Mar-19		1,035,000	$		3.40	19-Mar-26
		24-Jun-19		700,000	$		2.62	25-Jun-22
		4-Aug-19		1,250,000	$		2.45	4-Aug-26
		9-Aug-19		75,000	$		2.53	9-Aug-26
		6-Dec-19		2,405,000	$		1.91	6-Dec-26
		22-Jul-20		1,030,524	$		3.41	22-Jul-27
		11-Nov-20		165,000	$		3.77	11-Nov-27
		11-Jan-21		101,721	$		7.23	11-Jan-28
		17-Feb-21		92,487	$		7.75	17-Feb-28
		1-May-21		30,000	$		4.15	1-May-28
		1-May-21		750,000	$		4.15	1-May-31
		15-Jul-21		75,000	$		3.55	15-Jul-28
		10-Nov-21		296,192	$		3.56	10-Nov-28
		29-Nov-21		750,000	$		3.01	29-Nov-28
		29-Nov-21		750,000	$		3.01	29-Nov-31
		26-Jan-22		550,000	$		1.91	26-Jan-32
		2-Feb-22		144,553	$		2.13	2-Feb-29
		1-Apr-22		500,000	$		2.20	1-Apr-29
		18-Apr-22		610,650	$		1.94	8-Apr-29
		1-Jun-22		572,914	$		1.50	1-Jun-29
Subsequent Events
Subsequent to June 30, 2022, the Company issued 25,000 common shares at CAD0.30 per share for gross proceeds of CAD7,500 (USD5,777) pursuant to the exercise ofstock options by a consultant.
Subsequent to June 30, 2022, the Company issued 46,734 common shares at $1.50 per share for 66,764 RSUs vested to executives of the Company.
Subsequent to June 30, 2022, the Company issued 91,242 common shares at $1.37 per share for 130,346 RSUs vested to an executive of the Company.
Critical Accounting Policies and Estimates
Critical accounting policies; the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective andcomplex judgments; are outlined under “Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 20-F. This section should be read inconjunction with the Company’s Annual Report on Form 20-F for the financial year ended December 31, 2021 as filed on EDGAR on March 22, 2022.
Statement of compliance with International Financial Reporting Standards
Our interim condensed consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.
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Basis of preparation
Our interim condensed consolidated financial statements have been prepared on an accrual basis and are based on historical costs except for derivative liabilities whichare measured at fair value, and vehicles inventory which are measured at net realizable value. The Company’s functional and presentation currency is USD.
Consolidation
Our interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: EMV Automotive USA Inc., from the date ofincorporation of January 22, 2018; InterMeccanica, from the date of its acquisition on October 18, 2017; EMV Automotive Technology (Chongqing) Inc., from the dateof its incorporation on October 15, 2019; SOLO EV, LLC, from the date of its formation on November 22, 2019; and ElectraMeccanica USA LLC, from the date of itsformation on March 19, 2021. Inter-company balances and transactions, including unrealized income and expenses arising from inter-company transactions, areeliminated on consolidation.
Significant estimates and assumptions
The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’smanagement reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events thatare believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the estimated fair valuemeasurements for financial instruments and share-based payments.
The COVID-19 outbreak brings significant uncertainty as to the potential impact on our operations, supply chains for parts and sales channels for our products, and onthe global economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to priorlevels. Therefore, the Company has not changed any estimates and assumptions in the preparation of the financial statements.
Significant judgments
The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accountingpolicies. The most significant areas that require judgment from the Company in completing its consolidated financial statements include:
		●	the assessment of the Company’s ability to continue operations and whether there are events or conditions that may give rise to significant uncertainty;
		●	the classification of financial instruments; and
		●	the calculation of income taxes require judgement in interpreting tax rules and regulations.
Revenue from contracts with customers
Sales of electric vehicles
Revenues from selling SOLO EVs is recognized when the Company has transferred control to the customer which generally occurs upon delivery and transfer ofownership. Revenue is measured based on consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The totalconsideration in the contract is allocated to all products and services based on their stand-alone selling prices. The stand-alone selling prices are determined withreference to the selling prices of similar products or services and other reasonably available information.
Customers usually pay consideration prior to the transfer of control over the products to customers.
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In addition, product sales contracts with customers include warranty clauses to guarantee that the products comply with agreed-upon specifications. The Companyrecognizes costs for general estimated warranties costs on SOLO EVs at the time products are sold to customers. These provisions are estimated based on historicalwarranty claim experience with consideration given to the expected level of future warranty costs as well as current information on repair costs. Provision for productwarranties are utilized for expenditures based on the demand from customers. Given the low volume of our sale of SOLO EVs to third parties to date and the lack ofwarranty claims experience, as of June 30, 2022, and December 31, 2021, $nil warranty provision is recognized based on management’s estimate.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
We are exposed in varying degrees to a variety of financial instrument related risks. Our Board of Directors approves and monitors the risk management processes,inclusive of controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’sprimary exposure to credit risk is on its cash and cash equivalents held in bank accounts. The majority of cash is deposited in bank accounts held with major financialinstitutions in Canada. As most of the Company’s cash is held by one financial institution there is a concentration of credit risk. This risk is managed by using majorfinancial institutions that are high credit quality financial institutions as determined by rating agencies. The Company’s secondary exposure to risk is on its receivables.This risk is minimal as receivables consist primarily of refundable government goods and services taxes and interest receivable from major financial institutions withhigh credit ratings.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in placeto help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient fundsto meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.
Historically, the Company’s source of funding has been shareholder loans and the issuance of equity securities for cash, primarily through private placements and publicofferings. The Company’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
The following is an analysis of the contractual maturities of the Company’s non-derivative financial liabilities as at June 30, 2022:
			Between one		More than five
At June 30, 2022	Within one year	and five years		Years
Trade payables	$	1,661,890	$	—	$		—
Accrued liabilities	5,207,658		—		—
Due to related parties	107,426		—		—
Lease liabilities	757,924					5,607,155	11,372,921
DSU liabilities		—				156,271	—
	$	7,734,898	$				5,763,426	$	11,372,921
						Between one	More than five
At December 31, 2021		Within one year and five years			Years
Trade payables	$	1,249,861	$	—	$		—
Accrued liabilities	4,817,820		—		—
Due to related parties							743,100	—		—
Lease liabilities							392,279	867,757	627,235
DSU liabilities		—				53,362	—
	$	7,203,060	$				921,119	$	627,235
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Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differfrom the respective functional currency. The Company is exposed to currency risk as it incurs expenditures that are denominated in Canadian dollars while its functionalcurrency is the USD. The Company does not hedge its exposure to fluctuations in foreign exchange rates.
The following is an analysis of the USD equivalent of financial assets and liabilities that are denominated in Canadian dollars:
			June 30		June 30
					2022		2021
Cash and cash equivalents		$			753,979	$	415,858
Restricted cash					79,908	82,756
Receivables					138,373	129,227
Lease liabilities		(995,052)		(1,518,084)
Trade payables and accrued liabilities			(844,356)		(885,584)
		$	(867,148) $		(1,775,827)
Based on the above net exposures, as at June 30, 2022, a 10% change in the Canadian dollar to the USD exchange rate would impact the Company’s net loss by $86,715(June 30, 2021: $177,583).
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company isexposed to interest rate risk on its cash equivalents as these instruments have original maturities of 12 months or less and are therefore exposed to interest ratefluctuations on renewal. A 0.1% increase in market interest rates would decrease the Company’s net loss of $88,186 for the six months ended June 30, 2022 (June 30,2021 - $36,500).
Classification of financial instruments
Financial assets included in our consolidated statements of financial position are as follows:
			June 30,		December 31,
			2022		2021
Amortized cost:
Cash and cash equivalents		$	176,371,603	$	221,928,008
Restricted cash		520,550		291,676
Receivables					63,709	129,068
		$	176,955,862	$	222,348,752
Financial liabilities included in our consolidated statements of financial position are as follows:
			June 30,		December 31,
					2022		2021
Non-derivative financial liabilities at amortized cost:
Trade payable and accrued liabilities		$			6,976,974	$	6,810,781
Lease liabilities		17,738,000		1,887,271
Derivative financial liabilities at fair value through profit or loss:
Derivative liability					156,576	244,565
		$	24,871,550	$	8,942,617
Fair value
The fair value of the Company’s financial assets and liabilities, other than the derivative liability, which is measured at fair value, approximates their carrying amount.
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Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used toestimate the fair values. The three levels of the fair value hierarchy are:
●		level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
●		level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
●		level 3 – Inputs that are not based on observable market data.
Financial liabilities measured at fair value at June 30, 2022 consisted of derivative liabilities, which include non-transferrable warrants and deferred stock units(“DSU”s). The fair value of DSUs is classified as level 1, and the fair value of the non-transferrable warrants are classified as level 2 in the fair value hierarchy.
The fair value of the derivative liabilities relating to non-transferrable warrants was calculated using the Black-Scholes Option Pricing Model using the historicalvolatility of comparable companies as an estimate of future volatility. As at June 30, 2022, if the volatility used was increased by 10% the impact would be an increase tothe derivative liabilities of $600 (June 30, 2021 - $371,925) with a corresponding increase in loss and comprehensive loss.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act to mean controls and other procedures of an issuer that aredesigned to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarizedand reported, within the time periods specified in the SEC’s rules and forms and includes, without limitation, controls and procedures designed to ensure that suchinformation is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performingsimilar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 or 15d-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of theend of the period covered by this Quarterly Report, being June 30, 2022. This evaluation was carried out by our Chief Executive Officer and Chief Financial Officer.Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30,2022.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting in the six months ended June 30, 2022 that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financial reporting.
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		PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Other than as set forth below, we are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,directors, affiliates or any beneficial holders of 5% or more of our voting securities are averse to us or have a material interest adverse to us.
On April 25, 2022, we filed a civil complaint against Solo Advanced Vehicle Technologies, Inc. (the “Defendant”) in the Federal District Court for the Eastern District ofMichigan (the “Court”)alleging trademark infringement in violation of Section 43(a) of the Federal Trademark Act, as well as violation of the Michigan ConsumerProtection Act, as a result of the Defendant’s knowing and willful violation of our rights in the distinctive trademark, SOLO (the “Mark”), caused by Defendant’s use incommerce of a trademark confusingly similar to our distinctive Mark (the “Complaint”).
On August 1, 2022, the dispute between us and the Defendant has been resolved to the parties' satisfaction and the civil complaint and any counterclaims have been or arein the process of being dismissed.
Item 1A. Risk Factors
An investment in our common shares carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained inthis Quarterly Report, including our financial statements and related notes, before you make an investment decision concerning our shares. Any one of these risks anduncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results todiffer materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to “Forward-LookingStatements” herein.
We have not been successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertaintiesmay not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently considerimmaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any ofthese risks and uncertainties.
Risks Related to our Business and Industry
We will require a significant amount of capital to carry out our proposed business plan to develop, manufacture, sell and service electric vehicles; As at June 30,2022, although the Company has commenced commercial production of the SOLO single seat EV, it is not able to finance day-to-day activities through operations;and there is no assurance that any amount raised will be sufficient to continue to fund operations of our Company.
We incurred a net loss and comprehensive loss of $38,128,283 and $38,121,938, respectively, during the six months ended June 30, 2022, and a net loss andcomprehensive loss of $41,326,835 and $41,326,248 respectively, during the year ended December 31, 2021. Although we had cash and cash equivalents and a workingcapital surplus of $176,371,603 and $195,139,339, respectively, as at June 30, 2022, and of $221,928,008 and $232,454,617, respectively, as at December 31, 2021, webelieve that we will need significant additional equity financing to continue operations, among other things:
			we are in commercial production of our flagship vehicle, the SOLO, and we continue to incur significant costs and expenses as we continue with the sales of thevehicle;
			we began deliveries to customers of our flagship vehicle, the SOLO, in October 2021;
			we anticipate that the gross profit generated from the sale of the SOLOs will not be sufficient to cover our operating expenses, and our achieving profitabilitywill depend, in part, on our ability to materially reduce the bill of materials and per unit manufacturing cost of our products; and
			we do not anticipate that we will be eligible to obtain bank loans, or other forms of debt financing, on terms that would be acceptable to us.
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We anticipate generating a significant loss for the next fiscal year.
We have minimal revenue and expect significant increases in costs and expenses to forestall profits for the foreseeable future, even if we generate revenues in the nearterm. Even though we have recently launched the SOLO into commercial production and deliveries, and even if we launch the Tofino, e-Roadster or other intended EVs,they might not become commercially successful. If we are to ever achieve profitability we must have a successful commercial introduction and acceptance of ourvehicles, which may not occur. We expect that our operating losses will increase substantially in 2022, and thereafter, and we also expect to continue to incur operatinglosses and to experience negative cash flows for the next several years.
We have a limited operating history and have generated minimal revenues.
Our limited operating history makes evaluating our business and future prospects difficult. We were formed in February 2015, and we are in production and have madedeliveries of our electric vehicle, the SOLO. We intend to derive revenues from the sales of our SOLO vehicle, our Tofino vehicle, our e-Roadster and other intendedEVs. The Tofino is still in the early design development stage, and the first commercially-produced SOLOs were delivered to certain of our initial customerscommencing in October, 2021, and have continued to deliver to customers and fleets since the October date. Our vehicles require significant investment prior tocommercial introduction and may never be successfully developed or commercially successful.
We have a history of operating losses and we expect our operating losses to accelerate and materially increase for the foreseeable future.
We generated a net loss of $38,128,283 for the six months ended June 30, 2022, bringing our accumulated deficit to $189,782,277. Our loss before income taxes for thesix months ended June 30, 2022 increased to $38,127,436, as compared to $11,627,199 for the corresponding period in 2021. We anticipate generating a significant lossfor the current fiscal year.
We have minimal revenue and expect significant increases in costs and expenses to forestall profits for the foreseeable future. We are in commercial production anddelivery of our flagship vehicle, the SOLO, and we expect to incur significant additional costs and expenses through the launch of the vehicle. Even with the launch ofthe SOLO into commercial production, and even if we are able to launch the Tofino or other intended EVs, they might not become commercially successful. If we are toever achieve profitability, we must have a successful commercial introduction and acceptance of our vehicles, which may not occur. We expect that our operating losseswill increase substantially in 2022 and thereafter, and we also expect to continue to incur operating losses and to experience negative cash flows for the next severalyears.
We expect the rate at which we will incur losses to increase significantly in future periods from current levels as we:
		design, develop and manufacture our vehicles and their components;
		develop and equip our manufacturing facility;
		build up inventories of parts and components for the SOLO, the Tofino, the e-Roadster and other intended EVs;
		open ElectraMeccanica experiential centers;
		expand our design, development, maintenance and repair capabilities;
		develop and increase our sales and marketing activities; and
		develop and increase our general and administrative functions to support our growing operations.
Because we will incur the costs and expenses from these efforts before we receive any revenues with respect thereto, our losses in future periods will be significantlygreater than the losses we would incur if we developed the business more slowly. In addition, we may find that these efforts are more expensive than we currentlyanticipate or that these efforts may not result in profits or even revenues, which would further increase our losses.
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Our ability to achieve profitability will depend, in part, on our ability to materially reduce the bill of materials and per unit manufacturing cost of our products.
We anticipate that the gross profit generated from the sale of the SOLO will not be sufficient to cover our operating expenses for the foreseeable future. To achieve ouroperating and strategic goals while remaining competitive, we will, among other things, need to reduce the bill of materials and the per-unit manufacturing cost of theSOLO. We expect the primary factors to contribute to a reduced bill of materials and per unit manufacturing cost to include:
		continued product development to make the SOLO easier and cheaper to mass produce commercially;
		our ability to utilize less expensive suppliers and components that meet the requirements for the SOLO;
		increasing the volume of components that we purchase in order to take advantage of volume-based pricing discounts;
		improving assembly efficiency;
		enhancing the automation of our strategic manufacturing partner’s facility to increase volume and reduce labor costs; and
		increasing our volume to leverage manufacturing overhead costs.
Continued product development is subject to feasibility and engineering risks. Any increase in manufacturing volumes is dependent upon a corresponding increase insales. The occurrence of one or more factors that negatively impact the manufacturing or sales of the SOLO, or reduce our manufacturing efficiency, may prevent us fromachieving our desired reduction in manufacturing costs, which would negatively affect our operating results and may prevent us from attaining profitability.
We currently have negative operating cash flows, and if we are unable to generate positive operating cash flows in the future our viability as an operating businesswill be adversely affected.
We have made significant up-front investments in research and development, sales and marketing and general and administrative expenses to rapidly develop and expandour business. We are currently incurring expenditures related to our operations that have generated a negative operating cash flow. Operating cash flow may decline incertain circumstances, many of which are beyond our control. We might not generate sufficient revenues in the near future. Because we continue to incur such significantfuture expenditures for research and development, sales and marketing and general and administrative expenses, we may continue to experience negative cash flow untilwe reach a sufficient level of sales with positive gross margins to cover operating expenses. An inability to generate positive cash flow until we reach a sufficient level ofsales with positive gross margins to cover operating expenses or raise additional capital on reasonable terms will adversely affect our viability as an operating business.
We may require additional capital to carry out our proposed business plan for the next 12 months if our cash on hand and revenues from the sale of our vehicles arenot sufficient to cover our cash requirements.
If our cash on hand, revenue from the sale of our vehicles, if any, and cash received upon the exercise of outstanding warrants, if any are exercised, are not sufficient tocover our cash requirements, we will need to raise additional funds through the sale of our equity securities, in either private placements or registered offerings and/ordebt instruments. If we are unsuccessful in raising enough funds through such capital-raising efforts we may review other financing possibilities such as bank loans.Financing might not be available to us or, if available, may not be available on terms that are acceptable to us.
Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptanceof our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raisesufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. Wemight not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would beforced to curtail or discontinue our operations.
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Terms of future financings may adversely impact your investment.
We may have to engage in common equity, debt or preferred stock financing in the future. Your rights and the value of your investment in our securities could bereduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with suchdesignation, rights, preferences and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holdersof common shares. In addition, if we need to raise equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, andpossibly more, favorable than the terms of your investment. Common shares which we sell could be sold into any market which develops, which could adversely affectthe market price.
Our future growth depends upon consumers’ willingness to adopt three-wheeled single-seat electric vehicles.
Our growth highly depends upon the adoption by consumers of, and we are subject to an elevated risk of, any reduced demand for alternative fuel vehicles in general andelectric vehicles in particular. If the market for three-wheeled, single seat electric vehicles does not develop as we expect, or develops more slowly than we expect, ourbusiness, prospects, financial condition and operating results will be negatively impacted. The market for alternative fuel vehicles is relatively new, rapidly evolving,characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicleannouncements and changing consumer demands and behaviors. Factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles,include:
		perceptions about electric vehicle quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverseevents or accidents occur that are linked to the quality or safety of electric vehicles;
		perceptions about vehicle safety in general and, in particular, safety issues that may be attributed to the use of advanced technology, including vehicle electronicsand braking systems;
		the limited range over which electric vehicles may be driven on a single battery charge;
		the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;
		concerns about electric grid capacity and reliability, which could derail our efforts to promote electric vehicles as a practical solution to vehicles which requiregasoline;
		the availability of alternative fuel vehicles, including plug-in hybrid electric vehicles;
		improvements in the fuel economy of the internal combustion engine;
		the availability of service for electric vehicles;
		the environmental consciousness of consumers;
		volatility in the cost of oil and gasoline;
		government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;
		access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electricvehicle;
		the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpollutingvehicles; and
		perceptions about and the actual cost of alternative fuel.
The influence of any of the factors described above may cause current or potential customers not to purchase our electric vehicles, which would materially adverselyaffect our business, operating results, financial condition and prospects.
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The range of our electric vehicles on a single charge declines over time which may negatively influence potential customers’ decisions whether to purchase ourvehicles.
The range of our electric vehicles on a single charge declines principally as a function of usage, time and charging patterns. For example, a customer’s use of their vehicleas well as the frequency with which they charge the battery of their vehicle can result in additional deterioration of the battery’s ability to hold a charge. We currentlyexpect our battery pack will retain approximately 70% of its ability to hold its initial charge after five years or 45,000 miles, whichever comes first. Such batterydeterioration and the related decrease in range may negatively influence potential customer decisions whether to purchase our vehicles, which may harm our ability tomarket and sell our vehicles.
Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric vehicles.
Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of theinternal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundantand relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum-based propulsion. Anyfailure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development andintroduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share tocompetitors.
If we are unable to keep up with advances in electric vehicle technology, we may suffer a decline in our competitive position.
We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our competitive position. Any failure to keep up withadvances in electric vehicle technology would result in a decline in our competitive position which would materially and adversely affect our business, prospects,operating results and financial condition. Our research and development efforts may not be sufficient to adapt to changes in electric vehicle technology. As technologieschange, we plan to upgrade or adapt our vehicles and introduce new models to continue to provide vehicles with the latest technology and, in particular, battery celltechnology. However, our vehicles may not compete effectively with alternative vehicles if we are not able to source and integrate the latest technology into our vehicles.For example, we do not manufacture battery cells which makes us depend upon other suppliers of battery cell technology for our battery packs.
If we are unable to design, develop, market and sell new electric vehicles and services that address additional market opportunities, our business, prospects andoperating results will suffer.
We may not be able to successfully develop new electric vehicles and services, address new market segments or develop a significantly broader customer base. To date,we have focused our business on the sale of the SOLO, a three-wheeled, single seat electric vehicle, and have targeted mainly urban residents of modest means and fleets.We will need to address additional markets and expand our customer demographic to further grow our business. Our failure to address additional market opportunitieswould harm our business, financial condition, operating results and prospects.
Demand in the vehicle industry is highly volatile.
Volatility of demand in the vehicle industry may materially and adversely affect our business, prospects, operating results and financial condition. The markets in whichwe will be competing have been subject to considerable volatility in demand in recent periods. Demand for automobile sales depends to a large extent on general,economic, political and social conditions in a given market and the introduction of new vehicles and technologies. As a new start-up manufacturer, we will have fewerfinancial resources than more established vehicle manufacturers to withstand changes in the market and disruptions in demand.
We depend on a third-party for our near-term manufacturing needs.
In October 2017, we entered into a Manufacturing Agreement with Zongshen, a wholly-owned subsidiary of Zongshen Industrial Group Co. Ltd., an affiliate ofZongshen Power Machinery Co., Ltd., located in Chongqing, China, which has now been amended on June 23, 2021. The delivery of SOLO vehicles to our futurecustomers and the revenue derived therefrom depends on Zongshen’s ability to fulfil its obligations under that Manufacturing Agreement. Zongshen’s ability to fulfil itsobligations is outside of our control and depends on
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a variety of factors, including Zongshen’s operations, Zongshen’s financial condition and geopolitical and economic risks that could affect China. Our ManufacturingAgreement with Zongshen provides that non-performance by either us or Zongshen shall be excused to the extent that such performance is rendered impossible by strike,fire, flood, earthquake or governmental acts, orders or restrictions; provided that either we or Zongshen, as applicable, use commercially reasonable efforts to mitigate theimpact of such non-performance. Notwithstanding any such efforts, any such non-performance by either us or Zongshen shall be cause for termination of theManufacturing Agreement by the other party if the non-performance continues for more than six months. The novel coronavirus (COVID-19) pandemic or measurestaken by the Chinese government relating thereto may result in non-performance by Zongshen under our Manufacturing Agreement. If Zongshen is unable to fulfil itsobligations or is only able to partially fulfil its obligations under our existing Manufacturing Agreement with them, or if Zongshen either voluntarily or is forced toterminate our agreement with them, either as a result of the coronavirus outbreak, the Chinese government’s measures relating thereto or otherwise, we will not be able toproduce or sell our SOLO vehicle in the volumes anticipated and on the timetable that we anticipate, if at all.
The Chinese government exerts substantial influence over the manner in which Chinese companies conduct their business activities. China is experiencing substantialproblems with environmental pollution and energy consumption. Efforts by the Chinese government to control pollution and energy consumption are making it harder forChinese factories to operate. Our Chinese manufacturers are subject to multiple laws governing environmental protection, as well as standards set by the relevantgovernmental authorities. It is possible that Chinese national, provincial and local governmental agencies will adopt stricter environmental and consumption controls.There can be no assurance that future changes in Chinese laws and regulations will not impose costly compliance requirements on our Chinese manufacturers orotherwise adversely affect their business activities, which in turn could increase the costs associated with operating our business or otherwise adversely affect ourfinancial condition and operating results.
The impact of the novel coronavirus (COVID-19) pandemic on the global economy and our operations remains uncertain, which could have a material adverseimpact on our business, results of operations and financial condition and on the market price of our common shares.
In December 2019, a strain of novel coronavirus (now commonly known as COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spreadrapidly throughout many countries and, on March 11, 2020, the World Health Organization declared COVID-19 to be a pandemic. In an effort to contain and mitigate thespread of COVID-19, many countries, including the United States, Canada and China, have imposed unprecedented restrictions on travel, and there have been businessclosures and a substantial reduction in economic activity in countries that have had significant outbreaks of COVID-19. Although our manufacturing partner, Zongshen,reports that its operations have not been materially affected at this point, significant uncertainty remains as to the potential impact of the COVID-19 pandemic on our andZongshen’s operations (including, without limitation, staffing levels), supply chains for parts and sales channels for our products, and on the global economy as a whole.
During March 2022, some of our suppliers had suspended production due to COVID-19 outbreaks and lockdowns in Shanghai, China, however, the Company wasinformed that the suppliers resumed normal production capacity as of July 2022. At this time, Zongshen is currently able to meet production requests of the Company.
It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. The COVID-19 pandemichas resulted in significant financial market volatility and uncertainty in recent months. A continuation or worsening of the levels of market disruption and volatility seenin the recent past could have an adverse effect on our ability to access capital, on our business, results of operations and financial condition, and on the market price ofour common shares.
We do not currently have all arrangements in place that are required to allow us to fully execute our business plan.
To sell our vehicles as envisioned we will need to enter into certain additional agreements and arrangements that are not currently in place. These include entering intoagreements with distributors, arranging for the transportation of the commercially-produced SOLOs to be delivered pursuant to our Manufacturing Agreement withZongshen and obtaining battery and other essential supplies in the quantities that we require. If we are unable to enter into such agreements, or are only able to do so onterms that are unfavorable to us, we may not be able to fully carry out our business plans.
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We depend on certain key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
Our success depends on the efforts, abilities and continued service of Kevin Pavlov, our Chief Executive Officer, Bal Bhullar, our Chief Financial Officer, JosephMitchell, our Chief Operating Officer, Kim Brink, our Chief Revenue Officer and Isaac Moss, our Chief Administrative Officer and Corporate Secretary. A number ofthese key employees and consultants have significant experience in the automobile manufacturing and technology industries. A loss of service from any one of theseindividuals may adversely affect our operations, and we may have difficulty or may not be able to locate and hire suitable replacements. We have obtained “key person”insurance on certain key personnel.
Since we have little experience in mass-producing electric vehicles, any delays or difficulties in transitioning from producing custom vehicles to mass-producingvehicles may have a material adverse effect on our business, prospects and operating results.
Our management team has experience in producing custom designed vehicles and is now switching focus to mass producing electric vehicles in a rapidly evolving andcompetitive market. If we are unable to implement our business plans in the timeframe estimated by management and successfully transition into a mass-producingelectric vehicle manufacturing business, then our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow ourbusiness will be harmed.
We are subject to numerous environmental and health and safety laws and any breach of such laws may have a material adverse effect on our business andoperating results.
We are subject to numerous environmental and health and safety laws, including statutes, regulations, bylaws and other legal requirements. These laws relate to thegeneration, use, handling, storage, transportation and disposal of regulated substances, including hazardous substances (such as batteries), dangerous goods and waste,emissions or discharges into soil, water and air, including noise and odors (which could result in remediation obligations), and occupational health and safety matters,including indoor air quality. These legal requirements vary by location and can arise under federal, provincial, state or municipal laws. Any breach of such laws and/orrequirements would have a material adverse effect on our Company and its operating results.
Our vehicles are subject to motor vehicle standards and the failure to satisfy such mandated safety standards would have a material adverse effect on our businessand operating results.
All vehicles sold must comply with federal, state and provincial motor vehicle safety standards. In both Canada and the United States vehicles that meet or exceed allfederally mandated safety standards are certified under the federal regulations. In this regard, Canadian and U.S. motor vehicle safety standards are substantially thesame. Rigorous testing and the use of approved materials and equipment are among the requirements for achieving federal certification. Failure by us to have the SOLO,the e-Roadster, the Tofino or any future model EV satisfy motor vehicle standards would have a material adverse effect on our business and operating results.
If we are unable to reduce and adequately control the costs associated with operating our business, including costs associated with manufacturing, sales, materials,transportation and logistics, our business, financial condition, operating results and prospects will suffer.
If we are unable to reduce and/or maintain a sufficiently low level of costs for designing, manufacturing, marketing, selling, transporting, distributing and servicing ourelectric vehicles relative to their selling prices, or if we experience significant increases in these costs and are unable to raise our prices to offset such increases, ouroperating results, gross margins, business and prospects could be materially and adversely impacted. Further, since our preorder vehicles are at fixed sales prices, if weexperience significant increases in costs associated with operating our business, our profitability from these pre-order vehicles may be negatively impacted absent theflexibility to increase such sales prices.
If our vehicles fail to perform as expected, our ability to develop, market and sell our electric vehicles could be harmed.
Our vehicles may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our vehicles use asubstantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced. While we haveperformed extensive internal testing, we currently have a very limited frame of reference by which to evaluate the performance of our SOLO in the hands of ourcustomers and currently have no frame of reference by which to evaluate the performance of our vehicles after several years of customer driving. With the e-Roadster, weare in
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the prototype phase, and with the Tofino, we are still in early design development phase, whereby the similar evaluations are further behind.
We have very limited experience servicing our vehicles. If we are unable to address the service and warranty requirements of our future customers our business willbe materially and adversely affected.
If we are unable to successfully address the service requirements of our future customers our business and prospects will be materially and adversely affected. Inaddition, we anticipate the level and quality of the service we will provide our customers will have a direct impact on the success of our future vehicles. If we are unableto satisfactorily service our customers, our ability to generate customer loyalty, grow our business and sell additional vehicles could be impaired.
We have very limited experience servicing our vehicles. We are in production of the SOLO vehicle and began deliveries during the last quarter of 2021. The total numberof production SOLOs that we have produced as at June 30, 2022 is 654. The total number of SOLOs that we have produced as pre-production as of June 30, 2022 is 124(64 from Canada and 60 from Zongshen). Throughout its history, our subsidiary, InterMeccanica, has produced approximately 2,500 cars, which include providing aftersales support and servicing. We only have limited experience servicing the SOLO as a limited number of SOLOs have been produced and delivered to third partycustomers. Servicing electric vehicles on a mass scale is different than servicing vehicles with internal combustion engines and requires specialized skills, including highvoltage training and servicing techniques on a mass scale. Additionaly, we offer a limited warranty for three years or 36,000 miles for the SOLO and limited warranty upto five years or 45,000 miles for the battery. For additional information on the warranty information please visit https://www.electrameccanica.com/warranty/.
We may not succeed in establishing, maintaining and strengthening the ElectraMeccanica brand, which would materially and adversely affect customer acceptanceof our vehicles and components and our business, revenues and prospects.
Our business and prospects heavily depend on our ability to develop, maintain and strengthen the ElectraMeccanica brand. Any failure to develop, maintain andstrengthen our brand may materially and adversely affect our ability to sell our planned electric vehicles. If we are not able to establish, maintain and strengthen ourbrand, we may lose the opportunity to build a critical mass of customers. Promoting and positioning our brand will likely depend significantly on our ability to providehigh quality electric cars and maintenance and repair services, and we have very limited experience in these areas. In addition, we expect that our ability to develop,maintain and strengthen the ElectraMeccanica brand will also depend heavily on the success of our marketing efforts. To date we have limited experience with marketingactivities as we have relied primarily on the internet, word of mouth and attendance at industry trade shows to promote our brand. To further promote our brand, we maybe required to change our marketing practices, which could result in substantially increased advertising expenses, including the need to use traditional media such astelevision, radio and print. The automobile industry is intensely competitive, and we may not be successful in building, maintaining and strengthening our brand. Manyof our current and potential competitors, particularly automobile manufacturers headquartered in Detroit, Japan and the European Union, have greater name recognition,broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects,financial condition and operating results will be materially and adversely impacted.
Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm our business.
We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such increase or supply interruption could materiallynegatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business including aluminum, steel, carbon fiberand non-ferrous metals such as copper and cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials andcould adversely affect our business and operating results. For instance, we are exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risksinclude:
		the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cellsrequired to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases;
		disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and
		an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.
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Our business depends on the continued supply of battery cells for our vehicles. We do not currently have any agreements for the supply of batteries and depend upon theopen market for their procurement. Any disruption in the supply of battery cells from our supplier could temporarily disrupt the planned production of our vehicles untilsuch time as a different supplier is fully qualified. Moreover, battery cell manufacturers may choose to refuse to supply electric vehicle manufacturers to the extent theydetermine that the vehicles are not sufficiently safe. Furthermore, current fluctuations or shortages in petroleum and other economic conditions may cause us toexperience significant increases in freight charges and raw material costs. Substantial increases in the prices for our raw materials would increase our operating costs andcould reduce our margins if we cannot recoup the increased costs through increased electric vehicle prices. We might not be able to recoup increasing costs of rawmaterials by increasing vehicle prices. We have also already announced an estimated price for the base model of our SOLO, SOLO Cargo EV, e-Roadster and Tofino.However, any attempts to increase the announced or expected prices in response to increased raw material costs could be viewed negatively by our potential customers,result in cancellations of SOLO, SOLO Cargo EV, e-Roadster and Tofino reservations and could materially adversely affect our brand, image, business, prospects andoperating results.
We rely upon independent third-party transportation providers for our vehicle shipments and are subject to increased shipping costs as well as the potential inabilityof our third-party transportation providers to deliver on a timely basis.
We currently rely upon independent third-party transportation providers for our vehicle shipments. Our utilization of these delivery services for shipments is subject torisks which may impact a shipping company’s ability to provide delivery services that adequately meet our shipping needs, including risks related to employee strikes,labor and capacity constraints, and inclement weather. In addition, we are subject to increased shipping costs when fuel prices increase and due to other economic factorsaffecting supply and demand within the transportation industry. If we change the shipping companies we use, we could face logistical difficulties that could adverselyaffect deliveries, and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable as thosereceived from our current independent third-party transportation providers which, in turn, would increase our costs and may impact our overall profitability.
The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, financial condition,operating results and prospects.
Any reduction, elimination or discriminatory application of government subsidies and economic incentives that are offered to purchasers of EVs or persons installinghome charging stations, the reduced need for such subsidies and incentives due to the perceived success of the electric vehicle, fiscal tightening or other reasons mayresult in the diminished competitiveness of the alternative fuel vehicle industry generally or our electric vehicles in particular. This could materially and adversely affectthe growth of the alternative fuel automobile markets and our business, prospects, financial condition and operating results.
If we fail to manage future growth effectively, we may not be able to market and sell our vehicles successfully.
Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We plan to expandour operations in the near future in connection with the planned production of our vehicles. Our future operating results depend to a large extent on our ability to managethis expansion and growth successfully. Risks that we face in undertaking this expansion include:
		training new personnel;
		forecasting production and revenue;
		controlling expenses and investments in anticipation of expanded operations;
		establishing or expanding design, manufacturing, sales and service facilities;
		implementing and enhancing administrative infrastructure, systems and processes;
		addressing new markets; and
		establishing international operations.
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We intend to continue to hire a number of additional personnel, including design and manufacturing personnel and service technicians, for our electric vehicles.Competition for individuals with experience in designing, manufacturing and servicing electric vehicles is intense, and we may not be able to attract, assimilate, train orretain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm ourbusiness and prospects.
Our business may be adversely affected by labor and union activities.
Although none of our employees are currently represented by a labor union, it is common throughout the automobile industry generally for many employees atautomobile companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. We have a Manufacturing Agreement withZongshen to produce SOLO vehicles. Zongshen’s workforce is not currently unionized, though they may become so in the future or industrial stoppages could occur inthe absence of a union. We also directly and indirectly depend upon other companies with unionized work forces, such as parts suppliers and trucking and freightcompanies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If awork stoppage occurs within our business, or that of Zongshen or our key suppliers, it could delay the manufacture and sale of our electric vehicles and have a materialadverse effect on our business, prospects, operating results or financial condition. Additionally, if we expand our business to include full in-house manufacturing of ourvehicles, our employees might join or form a labor union and we may be required to become a union signatory.
We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure againstsuch claims.
We may become subject to product liability claims, which could harm our business, prospects, operating results and financial condition. The automobile industryexperiences significant product liability claims and we face inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunctionresulting in personal injury or death. Our risks in this area are particularly pronounced given we have limited field experience of our vehicles. A successful productliability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about ourvehicles and business and inhibit or prevent commercialization of other future vehicle candidates which would have a material adverse effect on our brand, business,prospects and operating results. We plan to maintain product liability insurance for all our vehicles on a claims-made basis, but any such insurance might not be sufficientto cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage or outside of our coverage may have amaterial adverse effect on our reputation, business and financial condition. We may not be able to secure additional product liability insurance coverage on commerciallyacceptable terms or at reasonable costs when needed, particularly if we do face liability for our products and are forced to make a claim under our policy.
Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from interfering with ourcommercialization of our products.
The registration and enforcement of patents involves complex legal and factual questions and the breadth and effectiveness of patented claims is uncertain. We cannot becertain that we are the first to file patent applications on these inventions, nor can we be certain that our pending patent applications will result in issued patents or thatany of our issued patents will afford sufficient protection against someone creating competing products, or as a defensive portfolio against a competitor who claims thatwe are infringing its patents. In addition, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States,and thus we cannot be certain that foreign patent applications, if any, will result in issued patents in those foreign jurisdictions or that such patents can be effectivelyenforced, even if they relate to patents issued in the United States.
We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.
Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit orinterfere with our ability to make, use, develop, sell or market our vehicles or components, which could make it more difficult for us to operate our business. From timeto time, we may receive communications from third parties that allege our products are covered by their patents or trademarks or other intellectual property rights.Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights. If we are determinedto have infringed upon a third party’s intellectual property rights, we may be required to do things that include one or more of the following:
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		cease making, using, selling or offering to sell processes, goods or services that incorporate or use the third-party intellectual property;
		pay substantial damages;
		seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;
		redesign our vehicles or other goods or services to avoid infringing the third-party intellectual property; or
		establish and maintain alternative branding for our products and services.
In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right,our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, couldresult in substantial costs, negative publicity and diversion of resources and management attention.
You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we areincorporated under the laws of the Province of British Columbia, a substantial portion of our assets are in Canada and some of our executive officers and a largenumber of our directors reside outside the United States.
We are organized pursuant to the laws of the Province of British Columbia under the Business Corporations Act (British Columbia). Two of our five executive officers,our auditor and four of our directors reside outside the United States. In addition, a substantial portion of their assets and our assets are located outside of the UnitedStates. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both inand outside of the United States, judgments you may obtain in U.S. courts against us or these persons in any action, including actions based upon the civil liabilityprovisions of U.S. federal or state securities laws. Furthermore, there is substantial doubt as to the enforceability in Canada against us or against any of our directors,officers and any experts named in this Quarterly Report who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S.courts, of liabilities based solely upon the civil liability provisions of the U.S. federal securities laws. In addition, shareholders in British Columbia companies may nothave standing to initiate a shareholder derivative action in U.S. federal courts. As a result, our public shareholders may have more difficulty in protecting their intereststhrough actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the UnitedStates.
Global economic conditions could materially adversely impact demand for our products and services.
Our operations and performance depend significantly on economic conditions. Uncertainty about global economic conditions could result in customers postponingpurchases of our products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and othermacroeconomic factors, which could have a material negative effect on demand for our products and services and, accordingly, on our business, results of operations orfinancial condition.
We are vulnerable to an ongoing trade dispute between the United States and China
The existing trade dispute between the United States and China could increase the proposed sales price of our products or decrease our profits, if any. In June 2018, theprevious U.S. administration imposed tariffs on $34 billion of Chinese exports, including a 25% duty on cars built in China and shipped to the United States. Followingthe imposition of these tariffs, China has imposed additional tariffs on U.S. goods manufactured in the United States and exported to China. Subsequently, the U.S.administration indicated that it may impose tariffs on up to US$500 billion on goods manufactured in China and imported into the United States. These tariffs mayescalate a nascent trade war between China and the United States. This trade conflict could affect our business because we intend to mass produce the SOLO in Chinaand our intended principal market is the west coast of North America. If a trade war were to escalate, or if tariffs were imposed on any of our products, we could beforced to increase the proposed sales price of such products or reduce the margins, if any, on such products.
Recently, U.S. Customs and Border Protection ruled that the SOLO has a classification under the Harmonized Tariff Schedule of the United States that applies topassenger vehicles for less than 10 people with only electric motors. The total applicable duty for this
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classification was recently raised to 27.5% (2.5% is a “most-favored-nation” tariff for this classification and 25% derives from this classification being on the China 301List 1). The suggested retail purchase price for our SOLO is $18,500. As the landscape for tariffs involving imports to the United States from the PRC has been changingover the past year and may change again, we have not determined how to adjust the purchase price in the United States in response to the recent tariff increase.
On January 15, 2020, the United States and the PRC signed the Phase 1 Trade Agreement which came into force on February 14, 2020. Notwithstanding the coming intoforce of the Phase 1 Trade Agreement, the United States will maintain its tariffs on cars built in China and shipped to the United States.
Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to you and us.
The legal system in the PRC is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late1970s the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislationover the past three decades has significantly increased the protections afforded to various production services in the PRC. Zongshen, our manufacturing partner, is subjectto various PRC laws and regulations generally applicable to companies in China. However, since these laws and regulations are relatively new and the PRC legal systemcontinues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involveuncertainties.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights or Zongshen may have to resort to administrative and courtproceedings to fulfill its obligations under the Manufacturing Agreement. However, since PRC administrative and court authorities have significant discretion ininterpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level oflegal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some ofwhich are not published in a timely manner or at all) that may have retroactive effect. As a result, we or Zongshen may not be aware of our violation of these policies andrules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property)and procedural rights, and any failure to respond to changes in the regulatory environment in China, could materially and adversely affect our business and impede ourability to continue our operations.
Risks Related to Our Common Shares
Our executive officers and directors beneficially own a large controlling percentage of our common shares.
As of August 11, 2022, our executive officers and directors beneficially owned, in the aggregate, approximately 10.42% of our common shares, which includes sharesthat our executive officers and directors have the right to acquire pursuant to warrants, stock options, RSUs and DSUs which have vested. As a result, they will be able toexercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Articles and approval ofsignificant corporate transactions. This control could have the effect of delaying or preventing a change of control of our Company or changes in management and willmake the approval of certain transactions difficult or impossible without the support of these shareholders.
The continued sale of our equity securities will dilute the ownership percentage of our existing shareholders and may decrease the market price for our commonshares.
Our Notice of Articles authorize the issuance of an unlimited number of common shares and the issuance of preferred shares. Our Board of Directors has the authority toissue additional shares of our capital stock to provide additional financing in the future and designate the rights of the preferred shares, which may include voting,dividend, distribution or other rights that are preferential to those held by the common shareholders. The issuance of any such common or preferred shares may result in areduction of the book value or market price, if one exists at the time, of our outstanding common shares. Given our lack of revenues, we will likely have to issueadditional equity securities to obtain working capital we require for the next 12 months. Our efforts to fund our intended business plans will therefore result in dilution toour existing shareholders. If we do issue any such additional common shares, such issuance also will cause a reduction in the proportionate ownership and voting powerof all other shareholders. As a result of such dilution, if you acquire common shares your proportionate ownership interest and voting power could be decreased.Furthermore, any such issuances could result in a change of control or a reduction in the market price for our common shares.
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Additionally, we had 12,486,100 options and 6,369,254 warrants outstanding as of August 11, 2022. The exercise price of some of these options and warrants is belowour current market price, and you could purchase shares in the market at a price in excess of the exercise price of our outstanding warrants or options. If the holders ofthese options and warrants elect to exercise them, your ownership position will be diluted and the per share value of the common shares you have or acquire could bediluted as well. As a result, the market value of our common shares could significantly decrease as well.
Issuances of our preferred stock may adversely affect the rights of the holders of our common shares and reduce the value of our common shares.
Our Notice of Articles authorize the issuance of an unlimited number of shares of preferred stock. Our Board of Directors has the authority to create one or more series ofpreferred stock and, without shareholder approval, issue shares of preferred stock with rights superior to the rights of the holders of common shares. As a result, shares ofpreferred stock could be issued quickly and easily, adversely affecting the rights of holder of common shares and could be issued with terms calculated to delay orprevent a change in control or make removal of management more difficult. Although we currently have no plans to create any series of preferred stock and have nopresent plans to issue any shares of preferred stock, any creation and issuance of preferred stock in the future could adversely affect the rights of the holders of commonshares and reduce the value of our common shares.
The market price of our common shares may be volatile and may fluctuate in a way that is disproportionate to our operating performance.
Our common shares began trading on the Nasdaq Capital Market in August 2018, and before that it had been trading on the OTCQB in September 2017. The historicalvolume of trading has been low (within the past year, the fewest number of our shares that were traded on the Nasdaq Capital Market was 28,706 shares daily), and theshare price has fluctuated significantly (since trading began on the Nasdaq Capital Market our closing price has been as low as US$0.91 and as high as US$10.81). Theshare price for our common shares could decline due to the impact of any of the following factors:
		sales or potential sales of substantial amounts of our common shares;
		announcements about us or about our competitors;
		litigation and other developments relating to our patents or other proprietary rights or those of our competitors;
		conditions in the automobile industry;
		governmental regulation and legislation;
		variations in our anticipated or actual operating results;
		change in securities analysts’ estimates of our performance, or our failure to meet analysts’ expectations;
		change in general economic trends; and
		investor perception of our industry or our prospects.
Many of these factors are beyond our control. The stock markets in general, and the market for automobile companies in particular, have historically experienced extremeprice and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad marketand industry factors could reduce the market price of our common shares regardless of our actual operating performance.
We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.
We have never paid any cash or stock dividends and we do not intend to pay any dividends for the foreseeable future. To the extent that we require additional fundingcurrently not provided for in our financing plan, our funding sources may prohibit the payment of any dividends. Because we do not intend to declare dividends, any gainon your investment will need to result from an appreciation in the price of our common shares. There will therefore be fewer ways in which you are able to make a gainon your investment.
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FINRA sales practice requirements may limit your ability to buy and sell our common shares, which could depress the price of our shares.
Financial Industry Regulation Authority (“FINRA”) rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customerbefore recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers mustmake reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations ofthese rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRArequirements may make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell ourcommon shares, have an adverse effect on the market for our common shares and, thereby, depress their market prices.
Our common shares have been thinly traded, and you may be unable to sell at or near ask prices or at all if you need to sell your common shares to raise money orotherwise desire to liquidate your shares.
From October 2017 until August 2018, our common shares were quoted on the OTCQB where they were “thinly-traded”, meaning that the number of persons interestedin purchasing our common shares at or near bid prices at any given time was relatively small or non-existent. Since we listed on the Nasdaq Capital Market in August2018, the volume of our common shares traded has increased, but that volume could decrease until we are thinly-traded again. That could occur due to a number offactors, including that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate orinfluence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company suchas ours or purchase or recommend the purchase of our common shares until such time as we became more seasoned. As a consequence, there may be periods of severaldays or more when trading activity in our common shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of tradingactivity that will generally support continuous sales without an adverse effect on share price. Broad or active public trading market for our common shares may notdevelop or be sustained.
Volatility in our common shares or warrant price may subject us to securities litigation.
The market for our common shares may have, when compared to seasoned issuers, significant price volatility, and we expect that our share or warrant prices maycontinue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against acompany following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result insubstantial costs and liabilities and could divert management’s attention and resources.
We are able to use the forms and rules designated for foreign private issuers within the meaning of the rules under the Exchange Act until January 1, 2023, and assuch we are exempt from certain provisions applicable to United States domestic public companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United Statesdomestic public companies. For example:
		we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;
		for interim reporting we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic publiccompanies;
		we are not required to provide the same level of disclosure on certain issues, such as executive compensation;
		we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;
		we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a securityregistered under the Exchange Act; and
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		we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities andestablishing insider liability for profits realized from any “short-swing” trading transaction.
Our shareholders may not have access to certain information they may deem important and are accustomed to receive from U.S. reporting companies.
As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our commonshares less attractive to investors.
For as long as we remain an “emerging growth company”, as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not “emerging growth companies” and including, but not limited to, not being required to comply withthe auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports,exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments notpreviously approved. Because of these lessened regulatory requirements our shareholders would be left without information or rights available to shareholders of moremature companies. If some investors find our common shares less attractive as a result, there may be a less active trading market for such securities and their marketprices may be more volatile.
We incur significant costs as a result of being a public company, which costs will grow after we cease to qualify as an “emerging growth company.”
We incur significant legal, accounting and other expenses as a public company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and theNasdaq Capital Market, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company”, as defined inthe JOBS Act, and will remain an emerging growth company until the earlier of : (1) the last day of the fiscal year (a) following May 23, 2022, (b) in which we have totalannual gross revenue of at least US$1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common shares that isheld by non-affiliates exceeds US$700 million as of the prior June 30th; and (2) the date on which we have issued more than US$1.0 billion in non-convertible debtduring the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicablegenerally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in theassessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until suchtime as those standards apply to private companies.
Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier.After we are no longer an emerging growth company, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance withthe requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company we have been required to increase the number ofindependent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director andofficer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to findqualified persons to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules andregulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
None.
Item 6. Exhibits
This Quarterly Report was included as Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and ExchangeCommission. Please see the other exhibits to such Form 6-K, which are incorporated by reference herein.
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		ElectraMeccanica Vehicles Corp.
			Interim Condensed Consolidated Financial Statements
		June 30, 2022 and 2021 (Unaudited)
		Expressed in United States Dollars
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ElectraMeccanica Vehicles Corp.Interim Condensed Unaudited Consolidated Statements of Financial Position(Expressed in United States dollars)
		June 30, 2022	December 31, 2021
ASSETS
Current assets
Cash and cash equivalents				$	176,371,603	$		221,928,008
Receivables					202,082			372,021
Prepaid expenses		3			18,317,249			14,428,117
Inventory		4			8,504,349			3,580,450
					203,395,283			240,308,596
Non-current assets
Restricted cash					520,550			291,676
Long-term deposit		5			3,521,790	1,161,000
Plant and equipment		6			15,787,974			8,386,478
Right-of-use assets		8			9,319,631	1,737,409
Goodwill and other intangible assets					963,575	965,539
TOTAL ASSETS				$	233,508,803	$		252,850,698
LIABILITIES
Current liabilities
Trade payables and accrued liabilities		7			6,976,974			6,810,781
Customer deposits					461,536			489,040
Construction contract liability			59,510			161,879
Current portion of lease liabilities		8			757,924			392,279
					8,255,944			7,853,979
Non-current liabilities
Derivative liabilities		9			156,576			244,565
Lease liabilities		8			16,980,076			1,494,992
Deferred revenue					119,253			119,253
TOTAL LIABILITIES					25,511,849	9,712,789
EQUITY
Share capital		10			372,912,137	372,278,512
Deficit					(189,782,277)			(151,653,994)
Reserves					24,867,094			22,513,391
TOTAL EQUITY					207,996,954	243,137,909
TOTAL LIABILITIES AND EQUITY				$	233,508,803	$		252,850,698
Nature and continuance of operations (Note 1)Commitments (Note 18)
On behalf of the Board of Directors
/s/ Kevin Pavlov	/s/ Luisa Ingargiola
Director	Director
							The accompanying notes are an integral part of these interim condensed unaudited consolidated financial statements
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ElectraMeccanica Vehicles Corp.Interim Condensed Unaudited Consolidated Statements of Loss and Comprehensive Loss(Expressed in United States dollars)
		Three Months Ended	Six Months Ended
						June 30, 2022				June 30, 2021		June 30, 2022		June 30, 2021
Revenue	$	1,546,715					298,796	$	2,585,358			$		482,385
Cost of revenue					3,430,603					253,704	6,372,739				469,310
Gross profit / (loss)					(1,883,888)					45,092	(3,787,381)				13,075
Operating expenses
General and administrative expenses				11		9,762,990					8,526,249	18,376,107	13,062,225
Research and development expenses					12		5,614,265					4,590,463	10,285,365				6,883,644
Sales and marketing expenses					13		3,007,920					2,250,129	5,924,258				4,323,316
						18,385,175					15,366,841	34,585,730				24,269,185
Operating loss						(20,269,063)					(15,321,749)	(38,373,111)				(24,256,110)
Other items
Interest income						(243,471)					(122,292)	(325,933)				(234,214)
Interest expense		264,053						33,921	309,034					64,101
Changes in fair value of derivative liabilities					9	(172,465)					(3,584,770)	(270,746)				(12,257,385)
Other (income)/ expense		28,761						(80,870)	(13,648)					(92,370)
Foreign exchange (gain)/loss					149,958					(121,203)	55,618				(109,043)

Loss before taxes		(20,295,899)						(11,446,535)	(38,127,436)					(11,627,199)
Current income tax expense					850	847					850

Net loss		(20,296,746)						(11,447,385)	(38,128,283)					(11,628,049)
Other comprehensive income/(loss)						12,195					(6,474)	6,345				(14,333)
Comprehensive Loss					$	(20,284,551) $					(11,453,859) $	(38,121,938) $				(11,642,382)
Loss per share – basic and fully diluted	$				(0.10) $	(0.32) $					(0.11)
Weighted average number of shares outstanding – basic and fullydiluted
					118,612,731					112,962,128		118,532,693	108,301,375
										The accompanying notes are an integral part of these interim condensed unaudited consolidated financial statements
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ElectraMeccanica Vehicles Corp.Interim Condensed Unaudited Consolidated Statements of Changes in Equity(Expressed in United States dollars)
		Share capital	Foreign
	Amount net			Share-based	Currency
		Number	of share			payment	Translation
							of shares		issue cost				reserve				Reserve						Deficit		Total
Balance at December 31, 2020			89,309,563	$	212,058,836			$	16,446,400	$	4,501,213					$	(110,327,159)	$	122,679,290
Effect of change in functional currency				(14,539,226)						—						—			—		(14,539,226)
Balance at January 1, 2021							89,309,563		197,519,610				16,446,400		4,501,213						(110,327,159)		108,140,064
Shares issued for cash						20,365,495		142,493,563						—						—			—		142,493,563
Shares issued pursuant to exercise of warrants		2,195,640		16,802,299						(1,164)						—			—		16,801,135
Shares issued pursuant to exercise of options							1,058,724												727,253		(277,794)					—		—		449,459
Stock-based compensation																	—										—		1,462,866					—		—		1,462,866
Net loss for the period																	—										—				—				—		(180,664)		(180,664)
Foreign currency translation reserve																	—										—				—		(7,859)					—		(7,859)
Balance at March 31, 2021							112,929,422	$	357,542,725			$	17,630,308	$	4,493,354					$	(110,507,823)	$	269,158,564
Share issuance costs																	—										(2,887)				—				—			—		(2,887)
Shares issued pursuant to exercise of warrants							88,774												404,354				—				—			—		404,354
Shares issued pursuant to exercise of options							21,825												104,301		(53,972)					—		—		50,329
Stock-based compensation																	—										—		1,720,483					—		—		1,720,483
Net loss for the period																	—										—				—				—		(11,447,385)		(11,447,385)
Foreign currency translation reserve													—	—	—	(6,474)							—	(6,474)
Balance at June 30, 2021		113,040,021	$	358,048,493			$	19,296,819	$	4,486,880					$	(121,955,208)	$	259,876,984
Balance at December 31, 2021							117,338,964		372,278,512				18,011,591		4,501,800						(151,653,994)		243,137,909
Shares issued pursuant to exercise of options							1,245,455												346,206		(50,690)					—	—		295,516
Shares issued pursuant to exercise of RSU							27,077												224,557		(245,343)					—		—		(20,786)
Stock-based compensation						11							—	—	1,109,266				—		—	1,109,266
Net loss for the period																	—										—				—				—		(17,831,537)		(17,831,537)
Foreign currency translation reserve																	—										—				—		(5,850)					—		(5,850)
Balance at March 31, 2022						118,611,496	$	372,849,275			$	18,824,824	$	4,495,950					$	(169,485,531)	$	226,684,518
	113,636										62,862	(14,312)				—		—	48,550
Stock-based compensation													—	—	1,548,437				—		—	1,548,437
Net loss for the period													—	—	—	—	(20,296,746)		(20,296,746)
Foreign currency translation reserve													—	—	—	12,195							—	12,195
Balance at June 30, 2022		118,725,132	$	372,912,137			$	20,358,949	$	4,508,145					$	(189,782,277)	$	207,996,954
														The accompanying notes are an integral part of these interim condensed unaudited consolidated financial statements
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ElectraMeccanica Vehicles Corp.Interim Condensed Unaudited Consolidated Statements of Cash Flows(Expressed in United States dollars)
		Three Months Ended	Six Months Ended
				June 30, 2022				June 30, 2021		June 30, 2022				June 30, 2021
Operating activities
Net loss for the period				$	(20,296,746)			$	(11,447,385)	$ (38,128,283)	$	(11,628,049)
Adjustments for:
Amortization					1,391,113							990,537	2,656,491	1,902,366
Stock-based compensation expense					1,658,057				1,720,483	2,840,460		3,183,349
Interest (income)/expense					18,054							(88,371)	(19,427)	(170,113)
Inventory provision					1,361,160				—	2,812,496		—
Changes in fair value of derivative liabilities		(172,465)			(3,584,770)	(270,746)	(12,257,385)
Changes in non-cash working capital items:
Receivables					(44,481)							(169,556)	169,940	(277,524)
Prepaid expenses and deposit					1,113,576							717,976	(5,356,208)	(7,323,794)
Inventory		(3,617,027)				24,903	(7,736,395)		30,764
Trade payables and accrued liabilities		1,699,520			2,447,617	(140,409)	2,144,121
Customer deposits and construction contract liability					(147,104)							(36,034)	(129,873)	22,504
Net cash flows used in operating activities		(17,036,343)			(9,424,600)	(43,301,954)	(24,373,761)
Investing activities
Investments in restricted cash					(228,092)							(18,613)	(228,874)	(19,456)
Expenditures on plant and equipment					(1,102,668)				(1,343,334)	(2,171,060)		(3,025,123)
Net cash flows used in investing activities					(1,330,760)				(1,361,947)	(2,399,934)		(3,044,579)
Financing activities
Interest income received					243,950							332,352	330,195	400,728
Interest income received from net investment in sublease					—				489	—		1,335
Interest paid on lease payments		(72,391)							(38,917)	(121,155)		(74,088)
Repayment of leases					(161,231)							(187,794)	(393,182)	(350,843)
Payment received for net investment in sublease					—				14,511	—		28,665
Proceeds on issuance of common shares – net of issue costs					—				(2,887)	—		142,490,676
Payment for RSU settlement					—				—	(20,786)		—
Proceeds from issuance of common shares for options exercised					48,550				50,329	344,066		499,788
Proceeds from issuance of common shares for warrants exercised					—							288,099	—	5,014,527
Net cash flows from financing activities		58,878							456,182	139,138	148,010,788
Increase/(decrease) in cash and cash equivalents					(18,308,225)				(10,330,365)	(45,562,750)		120,592,448
Effect of exchange rate changes on cash		12,195				(6,474)	6,345		(14,333)
Cash and cash equivalents, beginning		194,667,633			260,365,630	221,928,008		129,450,676
Cash and cash equivalents, ending				$	176,371,603			$	250,028,791	$ 176,371,603	$	250,028,791
										The accompanying notes are an integral part of these consolidated financial statements
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1. Nature and continuance of operations
ElectraMeccanica Vehicles Corp (the “Company”) was incorporated on February 16, 2015, under the laws of the Province of British Columbia, Canada, and its principalactivity is the development and manufacturing of electric vehicles (“EV”s).
The head office and principal address of the Company are located at 8057 North Fraser Way, Burnaby, British Columbia, Canada, V5J 5M8. Our registered and recordsoffice is located at Suite 1500, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.
These consolidated financial statements have been prepared on the assumption that the Company will continue in operation for the foreseeable future and will be able torealize assets and discharge liabilities in the ordinary course of operations. The Company’s principal activity is the development and manufacture of EVs. As at June 30,2022, although the Company has commenced commercial production of the SOLO single seat EV, it is not able to finance day-to-day activities through operations. TheCompany’s continuation is dependent upon the successful results from its electric vehicle manufacturing activities and its ability to attain profitable operations andgenerate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations.
The Company began production and commenced commercial deliveries of its first SOLO EV in October 2021.
It is anticipated that significant funding will be required. Management primarily intends to finance its operations over the next 12 months using the existing cash on hand,as well as through sales of the SOLO, private placements and/or public offerings of equity/debt capital.
2. Significant accounting policies and basis of preparation
The consolidated financial statements were authorized for issue on August 10, 2022 by the directors of the Company.
Statement of compliance with International Financial Reporting Standards
These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by theInternational Accounting Standards Board (“IASB”). These interim condensed consolidated financial statements are prepared in accordance with InternationalAccounting Standards (“IAS”) 34 – Interim Financial Reporting on a basis consistent with those followed in the most recent annual consolidated financial statements forthe year ended December 31, 2021.
These interim condensed consolidated financial statements do not include all of the information required for full annual financial statements and should be read inconjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021.
Certain amounts in the prior year’s comparative figures have been reclassified to conform to the current year’s presentation.
Basis of preparation
The consolidated financial statements of the Company have been prepared on an accrual basis and are based on historical costs except for derivative liabilities which aremeasured at fair value and vehicles inventory which are measured at net realizable value. As at June 30, 2022, the Company’s functional and presentation currency isUnited States dollars (“USD”).
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, EMV Automotive USA Inc., from the date of itsincorporation on January 22, 2018, Intermeccanica International Inc. (“InterMeccanica”), from the date of its acquisition on October 18, 2017, EMV AutomotiveTechnology (Chongqing) Inc., from the date of its incorporation on October 15, 2019, SOLO EV, LLC, from the date of its incorporation on November 22, 2019, andElectraMeccanica USA, LLC, from the date of its incorporation on March 19, 2021. Inter-company balances and transactions, including unrealized income and expensesarising from inter-company transactions, are eliminated on consolidation.
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Significant estimates and assumptions
The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’smanagement reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events thatare believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.
Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the estimated fair valuemeasurements for financial instruments and share-based payments.
The Covid-19 outbreak brings significant uncertainty as to the potential impact on our operations, supply chains for parts and sales channels for our products, and on theglobal economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to priorlevels. Therefore, the Company has not changed any estimates and assumptions in the preparation of the financial statements.
Significant judgments
The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accountingpolicies. The most significant areas that require judgment from the Company in completing its consolidated financial statements include:
-	the assessment of the Company’s ability to continue operations and whether there are events or conditions that may give rise to significant uncertainty;
-	the classification of financial instruments; and
-	the calculation of income taxes require judgement in interpreting tax rules and regulations.
3. Prepaid expenses
			June 30, 2022	December 31, 2021
Solo deposit		$			10,126,584	$		4,734,914
Battery cell deposit					4,709,584	6,121,372
Battery deposit					100,207	100,207
Parts deposit					442,933	227,366
Prepaid insurance					809,594	2,027,001
Prepaid rent and security deposit					614,001	444,976
Other prepaid expenses					1,514,346	772,281
		$			18,317,249	$		14,428,117
4. Inventory
					June 30, 2022	December 31, 2021
Parts and battery		$			1,799,704	$		906,505
Accessories					115,993		—
Work in progress					53,494			128,424
Vehicles					11,034,732			4,232,736
Inventory provision					(4,499,574)			(1,687,215)
		$			8,504,349	$		3,580,450
For the three and six months ended June 30, 2022, the amounts of $1,361,160 and $2,812,496 of inventory write-down have been recognized as an expense, respectively(June 30, 2021 - $Nil for the three and six months) in the cost of revenue.
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5. Long-term deposit

			June 30, 2022	December 31, 2021
Security deposit		$	1,161,000	$	1,161,000
Deposit for facility construction and equipment			2,360,790			—
		$	3,521,790	$	1,161,000
During the year ended December 31, 2021, the Company entered into a long-term lease agreement for its Mesa assembly facility which expires on August 31, 2032. Asof June 30, 2022, a security deposit of $1,161,000 (December 31, 2021 - $1,161,000) was made under the lease agreement.
As of June 30, 2022, a deposit amount of $2,360,790 (December 31, 2021 - $Nil) was made for purchasing of equipment and Mesa facility construction.
6. Plant and equipment
							Computer
					Furniture	hardware			Production
									and	and	Leasehold						tooling
						equipment		software								Vehicles	Improvements		and molds			Total
Cost:
December 31, 2020					$				477,823	$	421,198				$				1,384,597	$	435,376		$			7,613,969	$	10,332,963
Additions									448,918	584,307								1,816,568	1,124,818	387,260		4,361,871
Disposal—	(1,971)										(894,316)	—	—	(896,287)
Foreign exchange translation difference						689	41	—	482	—		1,212
December 31, 2021									927,430	1,003,575								2,306,849	1,560,676					8,001,229	13,799,759
Additions									122,440	179,063								939,288	7,526,714					1,132,868	9,900,373
Disposal						—	—				(393,669)	—	(56,285)	(449,954)
Foreign exchange translation difference									(2,788)	(102)					—	(1,216)	—		(4,106)
June 30, 2022									1,047,082	1,182,536								2,852,468	9,086,174					9,077,812	23,246,072
Amortization:December 31, 2020
									309,321	198,331								294,672	273,756	893,909		1,969,989
Additions									97,760	249,754								340,621	116,105					2,675,815	3,480,055
Disposal—	(219)										(38,022)	—	—	(38,241)
Foreign exchange translation difference						985	38	—	455	—		1,478
December 31, 2021									408,066	447,904								597,271	390,316					3,569,724	5,413,281
Additions									77,530	182,580								370,881	153,735					1,354,240	2,138,966
Disposal						—	—				(90,252)	—	—	(90,252)
Foreign exchange translation difference									(2,585)	(101)					—	(1,211)	—		(3,897)
June 30, 2022					$				483,011 $	630,383 $								877,900 $	542,840 $					4,923,964 $	7,458,098
Net book value:
December 31, 2021					$				519,364	$	555,671				$				1,709,578	$	1,170,360		$			4,431,505	$	8,386,478
June 30, 2022					$				564,071	$	552,153				$				1,974,568	$	8,543,334		$			4,153,848	$	15,787,974
During the six months ended June 30, 2022, vehicles with cost of $363,079 and accumulated depreciation of $86,853 were transferred to Research & Development usageand recorded on the statement of loss and comprehensive loss.
During the six months ended June 30, 2022, the Company had non-cash additions to leasehold improvements of $7,500,515 (June 30, 2021 - $Nil) pursuant to thecompletion of the Mesa facility work by the landlord.
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7. Trade payables and accrued liabilities
			June 30, 2022		December 31, 2021
Trade payables		$	1,661,890	$		1,249,861
Due to related parties (Note 15)							107,426	743,100
Accrued liabilities			5,207,658			4,817,820
		$	6,976,974	$		6,810,781
8. Leases
The Company leases buildings for its engineering center and head office and warehouse spaces and kiosk locations to promote vehicle sales. These leases generally spana period of one to five years.
Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period:
			Right-of-use
			assets
Cost:
December 31, 2020		$	1,660,098
Additions			1,575,434
Foreign exchange translation difference			2,520
December 31, 2021			3,238,052
Additions			8,424,158
Disposal			(524,568)
Foreign exchange translation difference			(658)
June 30, 2022			11,136,984
Amortization:
December 31, 2020			732,764
Additions			767,293
Foreign exchange translation difference			586
December 31, 2021			1,500,643
Additions			515,561
Disposal			(198,623)
Foreign exchange translation difference			(228)
June 30, 2022		$	1,817,353
Net book value:
December 31, 2021		$	1,737,409
June 30, 2022		$	9,319,631
The following tables reconcile the change in the lease liabilities and disclose a maturity analysis of the lease liabilities for the six months ended June 30, 2022 and theyear ended December 31, 2021:
Balance as at December 31, 2020		$	1,075,773
Lease addition			1,575,434
Accretion of lease liability			144,975
Repayment of principal and interest			(908,911)
Balance as at December 31, 2021		$	1,887,271
Lease addition		16,426,759
Accretion of lease liability			310,788
Repayment of principal and interest			(530,385)
Lease modification			(356,433)
Balance as at June 30, 2022		$	17,738,000
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During the six months ended June 30, 2022, the Company entered into a lease agreement for a storage and distribution premise in California for $25,711 a month forperiod of five years. As a result, the Company recognized a right-of-use asset of $1,299,744 at the commencement of the lease.
During the six months ended June 30, 2022, the Company renewed an existing lease agreement for a kiosk location in Arizona for $12,500 a month for period of 33months. As a result, the Company recognized a right-of-use asset of $410,481 at the commencement of the lease.
During the six months ended June 30, 2022, the Company renewed an existing lease agreement for an office premise in Mesa, Arizona, for $15,813 a month for period of13 months. As a result, the Company recognized a right-of-use asset of $195,672 at the commencement of the lease.
During the six months ended June 30, 2022, the Company commenced a lease agreement for its Mesa facility for period of 129.5 months. As a result, the Companyrecognized a right-of-use asset of $6,518,261 and a lease liability of $14,520,861 at the commencement of the lease.
The Company incurred $382,387 and $771,307 of lease expenses for the three and six months ended June 30, 2022, respectively (June 30, 2021 - $282,257 and $445,748for the three and six months respectively), for short-term leases and low-value leases which are not included in the measurement of lease liabilities.
During the six months ended June 30, 2022, the Company decided to not exercise its renewal options for two existing lease agreements expiring on July 31, 2022. TheCompany derecognized right-of-use assets with a cost of $524,568, accumulated depreciation of $198,623 and lease liabilities of $356,433, and recorded a gain of$30,488 on disposal which is included in the other income in the statement of loss.
			Present value of
			Future minimum				minimum lease
At June 30, 2022		lease payments			Interest	payments
Less than one year		$				1,621,114	$	863,190	$		757,924
Between one and five years						11,883,451	6,276,296	5,607,155
More than five years						16,438,084	5,065,163	11,372,921
		$				29,942,649	$	12,204,649	$	17,738,000
Current portion of lease liabilities									757,924
Non-current portion of lease liabilities			$	16,980,076
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9. Derivative liabilities
a) Warrants
The exercise price of certain warrants is denominated in CAD, however, the functional currency of the Company is USD. Consequently, the value of the proceeds onexercise is not fixed and will vary based on foreign exchange rate movements. The warrants when issued other than as compensation for goods and services are thereforea derivative for accounting purposes and are required to be recognized as derivative liabilities and measured at fair value at each reporting period. Any changes in fairvalue from period to period are recorded as non-cash gain or loss in the consolidated statements of loss and comprehensive loss. Upon exercise, the holders will pay theCompany the respective exercise price for each warrant exercised in exchange for one common share of the Company and the fair value at the date of exercise and theassociated non-cash liability will be reclassified to share capital. The non-cash liability associated with any warrants that expire unexercised will be recorded as a gain inthe consolidated statements of loss and comprehensive loss. There are no circumstances in which the Company would be required to pay any cash upon exercise orexpiry of the warrants (see Note 10 for further information on warrants issued and outstanding).
A reconciliation of the changes in fair values of the warrants derivative liabilities for the six months ended June 30, 2022 and the year ended December 31, 2021 isbelow:
		June 30, 2022	December 31, 2021
Balance, beginning		$	191,203	$	17,899,855
Decrease of derivative liabilities for warrants priced in USD per change in functionalcurrency
				—		(17,899,855)
Recognize of derivative liabilities for warrants priced in CAD per change in functionalcurrency
				—	32,439,081
Warrants exercised				—	(13,327,450)
Changes in fair value of derivative liabilities			(190,898)	(18,920,428)
Balance, ending		$		305	$		191,203
The fair value of the non-transferrable warrants was calculated using the Black-Scholes Option Pricing Model.
b) Deferred Stock Units
Deferred Stock Units (“DSU’s) are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its Stock Incentive Plan. Duringthe year ended December 31, 2021, the Company changed the settlement intention by allowing the holders of the DSUs to settle the DSUs in cash or common shares. Asa result, the entire DSU balance was reclassified from equity to DSU liability.
During the six months ended June 30, 2022, the Company issued 42,879 DSUs, which will vest over one year.
At each reporting date, between the grant and settlement dates of DSUs, the fair value of the liability is re-measured with any changes in fair value recognized in netincome (loss) for the period. The entire DSU balance is presented in long-term liabilities.
The changes in DSUs during the six months ended June 30, 2022 are as follows:
			Number of
		DSU	Amount
Balance, December 31, 2021				84,581	$		53,362
Issuance				42,879			—
Stock-based compensation expense				—			182,757
Changes in fair value of derivative liabilities				—			(79,848)
Balance, June 30, 2022			127,460	$		156,271
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10. Share capital
Authorized share capital
Unlimited number of common shares without par value.
At June 30, 2022, the Company had 118,725,132 issued and outstanding common shares (December 31, 2021 – 117,338,964).
On September 30, 2021, the Company contracted with Stifel, Nicolaus & Company, Incorporated and Roth Capital Partners, LLC (each, an “Agent”, and collectively, the“Agents”) to sell additional common shares having an aggregate offering price of up to $200,000,000 through the Agents (the “September Sales Agreement”).
In accordance with the terms of the September Sales Agreement, the Company may offer and sell common shares from time to time through the Agent selected by theCompany (the “Designated Agent”), acting as sales agent or, with consent of the Company, as principal. The common shares may be offered and sold by any methodpermitted by law deemed to be an “at the market” offering (the “ATM Offering”) as defined in Rule 415 promulgated under the Securities Act, including sales madedirectly on or through the Nasdaq Capital Market on any other existing trading market for the common shares, and, if expressly authorized by the Company, in negotiatedtransactions. During the six month ended June 30, 2022, the Company issued Nil common shares under the September Sales Agreement.
During the three months ended March 31, 2022, the Company issued 1,245,455 common shares at CAD$0.30 per share for gross proceeds of CAD$373,637(USD$297,564) pursuant to the exercise of certain stock options by a director.
During the three months ended June 30, 2022, the Company issued 56,818 common shares at CAD$0.30 per share for gross proceeds of CAD$17,045 (USD$13,241)pursuant to the exercise of certain stock options by a former director.
During the three months ended June 30, 2022, the Company issued 56,818 common shares at CAD$0.80 per share for gross proceeds of CAD$45,454 (USD$35,309)pursuant to the exercise of certain stock options by a former director.
During the six months ended June 30, 2022, the Company issued 27,077 common shares pursuant to the vesting of 38,682 RSUs upon the retirement of an executive.
Basic and fully diluted loss per share
The calculation of basic and fully diluted loss per share for the three and six months ended June 30, 2022 was based on the net loss attributable to common shareholdersof $20,296,746 and $38,128,283, respectively (June 30, 2021 – $11,447,385 and $11,628,049 for the three and six months respectively) and the weighted average numberof common shares outstanding of 118,612,731 and 118,532,693, respectively (June 30, 2021 – 112,962,128 and 108,301,375 for the three and six months respectively).Fully diluted loss per share did not include the effect of 12,567,657 stock options (June 30, 2021 – 12,931,467), 7,058,021 warrants (June 30, 2021 – 12,198,402),127,460 DSUs (June 30, 2021 – 44,623) and 522,385 RSUs (June 30, 2021 – 507,849) as the effect would be anti-dilutive.
Stock options
The Company adopted its 2020 Stock Incentive Plan (the “Stock Incentive Plan”) on July 9, 2020, which provides that the Board of Directors of the Company may fromtime to time, in its discretion, grant to directors, officers, employees and consultants of the Company certain stock-based compensation awards including non-transferablestock options to purchase common shares, provided that the number of common shares reserved for issuance will not exceed 30,000,000. Such stock options may beexercisable for a period of up to 10 years from the date of grant. Stock options may be exercised no later than 90 days following cessation of the optionee’s position withthe Company unless any exercise extension has been approved in advance by the Plan Administrator.
Stock options granted may vest based on terms and conditions set out in the stock option agreements themselves. On exercise, each stock option allows the holder topurchase one common share of the Company or to exchange common share of the Company without cash payment for the number of common shares calculated by aformula as set forth in the stock option agreement.
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The changes in stock options during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows:
			June 30, 2022		December 31, 2021
	Weighted					Weighted
		Number of	average exercise			Number of		average
							options		price		options	exercise price
Options outstanding, beginning		11,974,300	$			2.73	13,008,364		$	2.14
Options granted							2,408,849	1.90	3,217,378	3.94
Options exercised							(1,359,091)	0.32	(3,785,174)	1.58
Options forfeited/expired/cancelled			(456,401)	4.52	(466,268)	2.85
Options outstanding, ending			12,567,657 $		2.77	11,974,300 $	2.73
Details of stock options outstanding as at June 30, 2022 were as follows:
								Number of
		Weighted average	Number of options					options
								Exercise price		contractual life			outstanding	exercisable
$0.30 CAD	0.12			25,000		25,000
$0.80 CAD	0.45			277,273		277,273
$2.00 CAD	1.81			80,214		80,214
$1.50			6.93			572,914		143,230
$1.91			5.15			2,955,000		2,511,946
$1.94			5.40			610,650		180,239
$2.13			6.60			144,553		52,383
$2.20			6.76			500,000		185,185
$2.45			4.10			1,250,000		1,250,000
$2.53	4.11			75,000		75,000
$2.62			1.23			700,000		700,000
$3.01	7.92			1,500,000						—
$3.40	3.72			1,035,000		1,035,000
$3.41	5.06			1,030,524		757,687
$3.55	6.05			75,000		24,336
$3.56	6.37			296,192		139,006
$3.77			5.37			165,000		124,274
$4.15			8.73			780,000		557,290
$5.00	1.42			193,629		193,629
$7.23	5.54			101,721		70,060
$7.75	5.64			92,487		71,659
$9.60			2.43			107,500		107,500
				12,567,657		8,560,911
The weighted average grant date fair value of stock options granted during the six months ended June 30, 2022 was $0.90 (June 30, 2021 - $2.65).
During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $1,299,059 and $2,204,581, respectively (June 30,2021 - $1,453,594 and $2,649,540 for the three and six months, respectively) for stock options granted.
Warrants
On exercise, each warrant allows the holder to purchase one common share of the Company or to exchange common share of the Company without cash payment for thenumber of common shares calculated by the formula set forth in the warrant agreement.
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The changes in warrants during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows:
			June 30, 2022		December 31, 2021
						Weighted	Weighted
								Number of	average	Number of		average
								warrants				exercise price	warrants		exercise price
Warrants outstanding, beginning			7,402,021			$	5.23	15,070,883		$	4.01
Warrants exercised			—	—	(4,270,005)		3.34
Warrants expired			(344,000)	4.00	(3,398,857)		4.66
Warrants outstanding, ending			7,058,021			$	5.29	7,402,021		$	5.23
At June 30, 2022, all warrants outstanding were exercisable. Details of warrants outstanding as at June 30, 2022 are as follows:
							Weighted average		Number of warrants
Exercise Price				contractual life			outstanding
Non-Transferable Warrants
$4.00 CAD - $16.00 CAD				0.48 years			1,459,765
$2.00 USD - $24.00 USD				1.63 years			1,096,988
Transferable Warrants
$4.25 USD				1.11 years			4,501,268
Warrants outstanding, ending				1.06 years			7,058,021
DSUs
DSUs are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its current Stock Incentive Plan. Each DSU will issue onecommon share of the Company or settle by equivalent cash to the holders of the DSU (Note 9).
The changes in DSUs during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows:
		June 30, 2022			December 31, 2021
			Weighted average				Weighted average
		Number of DSU		fair value	Number of DSU			fair value
DSUs outstanding, beginning		84,581	$			3.41	44,623	$		3.41
DSUs granted		42,879				2.24	51,468			3.41
DSUs exercised		—				—	(11,510)			3.41
DSUs outstanding, ending		127,460	$			3.02	84,581	$		3.41
Details of DSUs outstanding as at June 30, 2022 are as follows:
									Weighted	Number of
									average	DSUs		Number of DSUs
										Deemed value		contractual life			outstanding	exercisable
$											3.02	9.09	127,460	75,992
During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $109,620 and $182,756, respectively (June 30,2021 - $Nil for the three and six months) for DSUs granted during the period.
RSUs
RSUs are stock-based awards that may be granted by the Company to certain eligible participants pursuant to its current Stock Incentive Plan. RSUs are accounted for asequity-settled share-based payment transactions as the obligations under an RSU will be settled through the issuance of common shares. The Company measures the costof equity-settled share-based transactions by reference to the fair value of the equity instruments at the date at which they are granted and is recorded in the consolidatedstatements of loss and comprehensive loss over the vesting period.
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The changes in RSUs during the six months ended June 30, 2022 and the year ended December 31, 2021 are as follows:
		June 30, 2022	December 31, 2021
				Weighted average	Weighted average
	Number of RSU			exercise price			Number of RSU	exercise price
RSUs outstanding, beginning		649,473	$				3.42	507,849		$		3.44
RSUs granted		—					—	450,442				3.41
RSUs exercised		(38,682)				3.43	(169,283)				3.44
RSUs expired		(88,406)				3.42	(139,535)				3.44
RSUs outstanding, ending		522,385	$				3.42	649,473		$		3.42
Details of RSUs outstanding as at June 30, 2022 are as follows:
									Weighted		Number of
									average	RSUs			Number of RSUs
											Deemed value	contractual life	outstanding			exercisable
$								3.42		8.94		522,385	—
During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $249,378 and $453,123, respectively (June 30,2021 - $266,889 and $533,809 for the three and six months, respectively) for RSUs granted during the period.
11. General and administrative expenses
		Three months ended	Six months ended
												June 30, 2022			June 30, 2021							June 30, 2022		June 30, 2021
Amortization	$	1,391,113 $												990,537 $	2,656,493 $				1,902,366
Consulting fees		591,634												1,201,666	1,221,980				1,425,740
Insurance		782,935												529,413	1,506,127				954,710
Investor relations		424,854												220,680	735,029				418,642
Office expenses		1,057,885												511,492	2,000,206				793,448
Professional fees		1,832,683												2,202,705	2,997,066				2,561,958
Rent		368,785												385,554	633,239				697,356
Salaries		2,042,627												1,041,581	4,299,548				2,014,830
Share-based compensation expense		1,270,474												1,442,621	2,326,419				2,293,175
												$	9,762,990		$								8,526,249	$	18,376,107	$	13,062,225
12. Research and development expenses
		Three months ended	Six months ended
												June 30, 2022			June 30, 2021							June 30, 2022		June 30, 2021
Labor												$	4,921,736		$								4,092,829	$	8,763,334	$		5,704,755
Materials		394,777												311,991	1,062,799				651,750
Share-based compensation expense		297,752												185,643	459,232				527,139
												$	5,614,265		$								4,590,463	$	10,285,365	$		6,883,644
13. Sales and marketing expenses
		Three months ended	Six months ended
												June 30, 2022		June 30, 2021							June 30, 2022		June 30, 2021
Consulting												$	346,550		$		92,599	$	567,090	$	179,599
Marketing		1,240,009												962,312	2,318,758				1,945,728
Salaries and benefits		1,331,530												1,102,999	2,983,601				1,834,954
Share-based compensation expense		89,831				92,219	54,809				363,035
												$	3,007,920		$								2,250,129	$	5,924,258	$		4,323,316
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14. Segmented information
The Company operates in two reportable business segments.
The two reportable business segments offer different products, require different production processes, and are based on how the financial information is producedinternally for the purposes of making operating decisions. The following summary describes the operations of each of the Company’s reportable business segments:
●		Electric Vehicles – development and manufacture of electric vehicles for mass markets; and
●		Custom built vehicles – development and manufacture of high-end custom-built vehicles.
No business segments have been aggregated to form the above reportable business segments.
			Three months ended June 30, 2022	Three months ended June 30, 2021
					Custom Built	Custom Built
			Electric Vehicles			Vehicles			Electric Vehicles			Vehicles
Revenue	$		1,305,537		$	241,178	$				—	$	298,796
Gross profit / (loss)			(1,858,694)		(25,194)			—	45,092
Operating expenses			(18,341,734)		(43,441)	(15,300,323)		(66,518)
Other items			(21,249)							(5,587)	3,762,769		112,445
Current income tax recovery											(847)	—	(850)	—
Net profit / (loss)			(20,222,524)		(74,222)	(11,538,404)					91,019
FX translation											(4,619)	16,814	3,983	(10,457)
Comprehensive profit / (loss)	$		(20,227,143) $		(57,408) $	(11,534,421) $					80,562
											Six months ended June 30, 2022		Six months ended June 30, 2021
					Custom Built	Custom Built
			Electric Vehicles							Vehicles	Electric Vehicles		Vehicles
Revenue			$								2,177,482	$		407,876	$		—	$	482,385
Gross profit / (loss)											(3,755,874)	(31,507)	—				13,075
Operating expenses											(34,473,860)	(111,870)	(24,150,803)		(118,382)
Other items											223,441			22,234		12,478,061			150,850
Current income tax recovery					(847)		—					(850)	—
Net profit / (loss)											(38,007,140)	(121,143)	(11,673,592)					45,543
FX translation					(4,148)		10,493					2,328		(16,661)
Comprehensive profit / (loss)			$								(38,011,288) $	(110,650) $	(11,671,264) $					28,882
	June 30, 2022			December 31, 2021
						Custom Built
													Electric Vehicles			Custom Built Vehicles				Electric Vehicles		Vehicles
Inventory												$		8,256,239	$								248,110	$	3,243,267	$	337,183
Plant and equipment														15,784,492	3,482	8,379,810					6,668
Right-of-use assets														9,319,631			—		1,511,875					225,534
15. Related party transactions
Related party balances
The balance due to related parties is $107,426 as at June 30, 2022 (December 31, 2021 - $743,100) for the director fees. These amounts are unsecured, non-interestbearing and have no fixed terms of repayment.
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Key management personnel compensation
		Three months ended	Six months ended
				June 30, 2022		June 30, 2021	June 30, 2022				June 30, 2022
Salary				$	473,938		$		403,000	$	1,311,326	$	754,000
Directors fees		188,593					83,167	345,054			158,864
Stock-based compensation		1,124,391					1,322,045	2,117,372			1,882,364
				$	1,786,922		$		1,808,212	$	3,773,752	$	2,795,228
16. Financial instruments and financial risk management
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk managementprocesses, inclusive of controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’sprimary exposure to credit risk is on its cash and cash equivalents held in bank accounts. The majority of cash is deposited in bank accounts held with major financialinstitutions in Canada. As most of the Company’s cash is held by one financial institution there is a concentration of credit risk. This risk is managed by using majorfinancial institutions that are high credit quality financial institutions as determined by rating agencies. The Company’s secondary exposure to risk is on its receivables.This risk is minimal as receivables consist primarily of refundable government goods and services taxes and interest receivable from major financial institutions withhigh credit ratings.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has a planning and budgeting process in placeto help determine the funds required to support the Company’s normal operating requirements on an ongoing basis. The Company ensures that there are sufficient fundsto meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.
Historically, the Company’s source of funding has been the issuance of equity securities for cash, primarily through private placements and public offerings. TheCompany’s access to financing is always uncertain. There can be no assurance of continued access to significant equity funding.
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The following is an analysis of the contractual maturities of the Company’s non-derivative financial liabilities as at June 30, 2022 and December 31, 2021. The Companyexcluded warrants derivative liabilities from the table because they are settled by shares (see note 9).
		Between one	More than
At June 30, 2022	Within one year	and five years	five years
Trade payables	$	1,661,890	$		—	$		—
Accrued liabilities	5,207,658			—	—
Due to related parties	107,426			—	—
Lease liabilities	757,924	5,607,155	11,372,921
DSU liabilities						—	156,271			—
	$	7,734,898	$	5,763,426	$	11,372,921
		Between one	More than
At December 31, 2021	Within one year and five years		five years
Trade payables	$					1,249,861	$		—	$		—
Accrued liabilities						4,817,820	—	—
Due to related parties						743,100	—	—
Lease liabilities						392,279	867,757	627,235
DSU liabilities		—		53,362	—
	$					7,203,060	$		921,119	$	627,235
Foreign exchange risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differfrom the respective functional currency. The Company is exposed to currency risk as it incurs some expenditures that are denominated in CAD while its functionalcurrency is USD. The Company does not hedge its exposure to fluctuations in foreign exchange rates.
The following is an analysis of financial assets and liabilities that are denominated in CAD:
							June 30,			June 30,
							2022			2021
Cash and cash equivalents		$	753,979	$	415,858
Restricted cash		79,908	82,756
Receivables							138,373	129,227
Lease liabilities		(995,052)	(1,518,084)
Trade payables and accrued liabilities							(844,356)	(885,584)
		$	(867,148)	$	(1,775,827)
Based on the above net exposures, for the six months ended June 30, 2022, a 10% change in the CAD to the USD exchange rate would impact the Company’s net loss by$86,715 (June 30, 2021 – $177,583).
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company isexposed to interest rate risk on its cash equivalents as these instruments have original maturities of 12 months or less and are therefore exposed to interest ratefluctuations on renewal. A 0.1% increase in market interest rates would decrease the Company’s net loss of $88,186 for the six months ended June 30, 2022 (June 30,2021 - $36,500).
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Classification of financial instruments
Financial assets included in the consolidated statements of financial position are as follows:
			June 30,		December 31,
			2022		2021
Amortized cost:
Cash and cash equivalents		$	176,371,603	$	221,928,008
Restricted cash			520,550		291,676
Receivables			63,709		129,068
		$	176,955,862	$	222,348,752
Financial liabilities included in the consolidated statements of financial position are as follows:
			June 30,	December 31,
			2022		2021
Non-derivative financial liabilities at amortized cost:
Trade payable and accrued liabilities		$	6,976,974	$	6,810,781
Lease liabilities			17,738,000		1,887,271
Derivative financial liabilities at fair value through profit or loss:
Derivative liabilities			156,576		244,565
		$	24,871,550	$	8,942,617
Fair value
The fair value of the Company’s financial assets and liabilities, other than the derivative liabilities which are measured at fair value, approximates the carrying amount.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used toestimate the fair values. The three levels of the fair value hierarchy are:
●						Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
●						Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
●						Level 3 – Inputs that are not based on observable market data.
Financial liabilities measured at fair value at June 30, 2022 consisted of the derivative liabilities, which include non-transferrable warrants and DSUs. The fair value ofDSUs is classified as level 1, and the fair value of the non-transferrable warrants are classified as level 2 in the fair value hierarchy.
The fair value of the derivative liabilities relating to the non-transferrable warrants was calculated using the Black-Scholes Option Pricing Model using the historicalvolatility of comparable companies as an estimate of future volatility. At June 30, 2022, if the volatility used was increased by 10% the impact would be an increase tothe derivative liabilities of $600 (June 30, 2021 - $371,925) with a corresponding increase in loss and comprehensive loss.
17. Capital management
The Company’s policy is to maintain a strong capital base to safeguard the Company’s business and sustain future development of the business. The capital structure ofthe Company consists of equity. There were no changes in the Company’s approach to capital management during the six months ended June 30, 2022. The Company isnot subject to any externally imposed capital requirements.
18. Commitments
(a) As at June 30, 2022, the Company has capital commitments to incur an additional $5,128,087 (December 31, 2021 - $2,686,537) for development of its IT
						infrastructure and construction of its Mesa facility.
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Table of Contents
(b) The Company is committed to future minimum lease payments for short-term leases and long-term leases. The leases are related to rentals of its kiosk locations.
		The details of lease commitments for those leases not included in the lease liabilities as at June 30, 2022 are as follows:
			Fiscal year	Amount
				2022	$	201,877
				2023		—
				2024		—
				2025		—
				2026 and after		—
				Total	$	201,877
19. Subsequent events (update later)
Subsequent to June 30, 2022, the Company issued 25,000 common shares at CAD0.30 per share for gross proceeds of CAD7,500 (USD5,777) pursuant to the exercise ofstock options by a consultant.
Subsequent to June 30, 2022, the Company issued 46,734 common shares at $1.50 per share for 66,764 RSUs vested to executives of the Company.
Subsequent to June 30, the Company issued 91,242 common shares at $1.37 per share for 130,346 RSUs vested to an executive of the Company.
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Exhibit 99.2
	CERTIFICATION
		I, Kevin Pavlov, certify that:
		(1)	I have reviewed this Quarterly Report on Form 6-K for the quarterly period ended June 30, 2022 of Electrameccanica Vehicles Corp.;
		(2)	Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this QuarterlyReport;
		(3)	Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
		(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Quarterly Report is being prepared;
			(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;
			(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
			(d)	Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and
		(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
		Date: August 11, 2022.
		/s/ Kevin PavlovBy:
			Kevin Pavlov
		Title:	Chief Executive Officer (Principal Executive Officer)

Exhibit 99.3
	CERTIFICATION
		I, Baljinder K. Bhullar, certify that:
		(1)	I have reviewed this Quarterly Report on Form 6-K for the quarterly period ended June 30, 2022 of Electrameccanica Vehicles Corp.;
		(2)	Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this QuarterlyReport;
		(3)	Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
		(4)	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:
			(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Quarterly Report is being prepared;
			(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;
			(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
			(d)	Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s mostrecent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and
		(5)	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
			(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and
			(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting.
		Date: August 11, 2022.
		/s/ Baljinder K. BhullarBy:
			Baljinder K. Bhullar
		Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)