Form 6-K VICINITY MOTOR CORP For: Aug 15

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August 15, 2022 5:41 PM EDT

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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 Number 001-40412

VICINITY MOTOR CORP.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name)

3168, 262nd Street

Aldergrove, British Columbia, Canada V4W 2Z6

Telephone: (604) 607-4000

(Address and telephone number of registrant’s 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): ____

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.3 and 99.4 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-258876).

DOCUMENTS INCLUDED AS PART OF THIS REPORT


Exhibit

99.1			Unaudited Condensed Consolidated Interim Financial Statements of the Registrant for the three and six months ended June 30, 2022
99.2			Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three and six months ended June 30, 2022
99.3			Vicinity Motor Corp. - Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4			Vicinity Motor Corp. - Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)
99.5			Press Release of Vicinity Motor Corp., dated August 15, 2022, titled “Vicinity Motor Corp. Reports Second Quarter 2022 Financial Results”

SIGNATURES

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

		Vicinity Motor Corp.

Date:	August 15, 2022	By:	/s/ Danial Buckle
			Name:	Danial Buckle
			Title:	Chief Financial Officer

EXHIBIT 99.1

VICINITY MOTOR CORP.

Unaudited Interim Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2022 and 2021

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Financial Position

(Unaudited, In thousands of US Dollars)

	Note		June 30, 2022			December 31, 2021
			$			$

Current Assets
Cash and cash equivalents				9,357			4,402
Trade and other receivables				2,963			2,810
Inventory		4		8,206			9,416
Prepaids and deposits				4,398			4,178

				24,924			20,806
Long-term Assets
Intangible assets		5		20,375			22,353
Property, plant, and equipment		6		20,463			10,834

				65,762			53,993

Current Liabilities
Accounts payable and accrued liabilities				7,261			2,915
Credit facility		7		658			—
Deferred revenue				2,070			3,193
Current portion of provision for warranty cost		8		1,703			1,414
Current debt facilities				—			7,143
Deferred consideration				4,526			4,602
Current portion of other long-term liabilities		9		456			134

				16,674			19,401

Long-term Liabilities
Other long-term liabilities		9		8,137			92
Provision for warranty cost		8		212			255

				25,023			19,748

Shareholders’ Equity
Share capital		10		69,858			58,055
Contributed surplus		10		7,071			6,035
Accumulated other comprehensive (loss) income				179			(151	)
Deficit				(36,369	)		(29,694	)

				40,739			34,245

				65,762			53,993

NATURE OF OPERATIONS (Note 1)

COMMITMENTS (Note 14)

Approved on behalf of the Board:

/s/”William R. Trainer “		/s/”Christopher Strong”
Director		Director

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of (Loss) Income

(Unaudited, In thousands of US dollars, except for per share amounts)

	Note		For the three months ended June 30, 2022			For the three months ended June 30, 2021			For the six months ended June 30, 2022			For the six months ended June 30, 2021
			$			$			$			$
						(Restated, Notes 3 and 16)						(Restated, Notes 3 and 16)
Revenue
Bus sales		13		10,117			14,409			11,819			34,869
Other		13		1,625			1,109			3,106			2,185
				11,742			15,518			14,925			37,054

Cost of sales		4		(10,718	)		(13,802	)		(13,691	)		(31,926	)

Gross profit				1,024			1,716			1,234			5,128

Expenses
Sales and administration				2,371			1,570			4,751			2,980
Stock-based compensation		10		166			259			463			384
Amortization				699			138			1,319			272
Interest and finance costs		7,9		599			51			1,186			177
Gain on modification of debt		9		(803	)		—			(803	)		—
Foreign exchange loss				1,572			42			784			58

				4,604			2,060			7,700			3,871

(Loss) income before taxes				(3,580	)		(344	)		(6,466	)		1,257

Current income tax expense				209			—			209			—
Net (loss) income				(3,789	)		(344	)		(6,675	)		1,257

Loss per share
Basic				(0.10	)		(0.01	)		(0.18	)		0.04
Diluted				(0.10	)		(0.01	)		(0.18	)		0.04

Weighted average number of common shares outstanding
Basic⁽¹⁾				37,569,536			29,533,518			37,569,536			29,317,831
Diluted⁽¹⁾				37,569,536			29,533,518			37,569,536			33,886,969

⁽¹⁾

Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited, In thousands of US dollars)

	For the three months ended June 30, 2022			For the three months ended June 30, 2021			For the six months ended June 30, 2022			For the six months ended June 30, 2021
	$			$			$			$
				(Restated, Notes 3 and 16)						(Restated, Notes 3 and 16)
Net (loss) income		(3,789	)		(344	)		(6,675	)		1,257

Other comprehensive income items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations		598			248			330			457
Total other comprehensive income		598			248			330			457
Total comprehensive (loss) income		(3,191	)		(96	)		(6,345	)		1,714

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Changes in Equity

(Unaudited, In thousands of US dollars, except for per number of shares)

	Note		Number of Shares		Share Capital			Contributed Surplus			Accumulated Other Comprehensive Income			Deficit			Total Shareholders’ Equity
					$			$			$			$			$
Balance, January 1, 2021 (restated)		3, 16		28,650,754		37,175			2,618			145			(22,371	)		17,567
Issuance of shares – warrants exercised		10.2(c)		1,924,721		6,269			(141	)		—			—			6,128
Issuance of shares – options exercised		10.2(d)		234,996		568			(182	)		—			—			386
Issuance of options				—		—			1,333			—			—			1,333
Stock-based compensation		10.4-10.5		—		—			384			—			—			384
Other comprehensive income				—		—			—			457			—			457
Net income				—		—			—			—			1,257			1,257
Balance, June 30, 2021		3, 16		30,810,471		44,012			4,012			602			(21,114	)		27,512

Balance, January 1, 2022				34,946,379		58,055			6,035			(151	)		(29,694	)		34,245
Issuance of shares – private placement		10.2(a)		4,747,000		12,988			—			—			—			12,988
Issuance of shares – options exercised		10.2(b)		66,661		98			(23	)		—			—			75
Share issuance costs		10.2(a)		—		(1,131	)		—			—			—			(1,131	)
Share issuance costs – agent warrants		10.2(a)		—		(152	)		152									—
Warrants		10.3		—		—			444			—			—			444
Stock-based compensation		10.4-10.5		—		—			463			—			—			463
Other comprehensive loss				—		—			—			330			—			330
Net loss				—		—			—			—			(6,675	)		(6,675	)
Balance, June 30, 2022				39,760,040		69,858			7,071			179			(36,369	)		40,739

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Interim Condensed Consolidated Statements of Cash Flows

(Unaudited, In thousands of US dollars)

			Six months ended			Six months ended
	Note		June 30, 2022			June 30, 2021
						(Restated, Note 3)
OPERATING ACTIVITIES			$			$

Net (loss) income for the year				(6,675	)		1,257
Items not involving cash:
Loss on disposal of property and equipment				18			—
Gain on modification of debt		9		(803	)		—
Amortization				1,482			398
Foreign exchange (gain) loss				(78	)		60
Interest and finance costs		7,9		1,186			177
Stock-based compensation		10		463			384
				(4,407	)		2,276
Changes in non-cash items:
Trade and other receivables				660			1,191
Inventory		4		1,036			15,821
Prepaids and deposits				(298	)		(753	)
Accounts payable and accrued liabilities				4,607			(7,147	)
Deferred consideration				(76	)		—
Deferred revenue				(1,054	)		(498	)
Warranty provision		8		255			1,209
Taxes paid				(209	)		—
Interest paid				(339	)		(139	)
Cash provided in operating activities				175			11,960

INVESTING ACTIVITIES
Purchase of intangible assets		5		(328	)		(1,518	)
Proceeds from government subsidy		5		817			—
Purchase of property and equipment		6		(8,225	)		(2,981	)
Proceeds on disposal of property and equipment		6		247			—
Cash used in investing activities				(7,489	)		(4,499	)

FINANCING ACTIVITIES
Proceeds from issuance of common shares		10		13,063			6,495
Share issuance costs		10		(1,131	)		—
(Repayments) proceeds of credit facility		7		659			(4,624	)
Repayment of short-term loans		9		—			(2,038	)
Repayment of long-term loans		9		(186	)		(100	)
Cash provided by financing activities				12,405			(267	)
Effect of foreign exchange rate on cash				(136	)		35
Increase in cash and cash equivalents				4,955			7,229
Cash and cash equivalents, beginning				4,402			1,008
Cash and cash equivalents, ending				9,357			8,237

See accompanying notes to the consolidated financial statements

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

1.	NATURE OF OPERATIONS

Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and relationships with manufacturing partners to supply its flagship electric, compressed natural gas (“CNG”) and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. VMC (formerly Grande West Transportation Group) was incorporated on December 4, 2012 under the laws of British Columbia. The Company conducts its active operations in Canada through its wholly owned operating subsidiary, Vicinity Motor (Bus) Corp. which was incorporated on September 2, 2008 under the laws of British Columbia. The Company also conducts its active operations in the U.S. through a wholly owned subsidiary, Vicinity Motor (Bus) USA Corp., incorporated on April 8, 2014 under the laws of the State of Delaware. The Company’s head office is located at 3168 262^nd Street, Aldergrove, British Columbia.

2.	BASIS OF PRESENTATION

The following companies had been consolidated with Vicinity Motor Corp. as at June 30, 2022:

Company Name	Registered	Holding	Functional Currency
Vicinity Motor Corp.	British Columbia	Parent Company	United States Dollar (Canadian Dollar up to October 5, 2021)
Vicinity Motor (Bus) Corp.	British Columbia	100%	Canadian Dollar
Vicinity Motor (Bus) USA Corp.	United States	100%	United States Dollar

Intercompany balances and transactions, and any unrealized gains arising from intercompany transactions, were eliminated in preparing the consolidated financial statements.

a) Statement of compliance

These unaudited interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, certain information and footnote disclosure normally included in annual financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, have been omitted or condensed. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2021.

The interim consolidated financial statements were authorized for issue by the Board of Directors on August 15, 2022.

b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments carried at fair value.

c) Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS and IAS 34 requires the use of judgments and estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 8 of these interim consolidated financial statements as well as the audited consolidated financial statements for the year ended December 31, 2021.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

3.	CHANGE OF PRESENTATION CURRENCY

Effective October 6, 2021, the functional currency of Vicinity Motor Corp. has changed from Canadian dollars to United States dollars as financing for operations is now raised in US dollars.

The Company retroactively changed its presentation currency from Canadian dollars to United States dollars. The change in the financial statement presentation currency is considered an accounting policy change and has been accounted for retrospectively. The balance sheets for each period presented have been translated from the related subsidiary’s functional currency to the new US dollar presentation currency at the rate of exchange prevailing at the respective balance sheet date except for equity items, which have been translated at accumulated historical rates from the related subsidiary’s date of incorporation. The statements of income and comprehensive income were translated at the average exchange rates for the reporting period, or at the exchange rate prevailing at the date of transactions. Exchange differences arising in 2019 on translation from the related subsidiary’s functional currency to the United States dollar presentation currency have been recognized in other comprehensive income and accumulated as a separate component of equity.

In prior reporting periods, the translation of the Company’s subsidiaries that had a United States dollar functional currency into the Company’s presentation currency of the Canadian dollar gave rise to a translation adjustment which was recorded as an adjustment to accumulated other comprehensive income (“AOCI”), a separate component of shareholder’s equity. With the retrospective application of the change in presentation currency from the Canadian dollar to the US dollar, the AOCI related to the translation of US dollar functional currency subsidiaries was eliminated. However, with the retrospective application of the change in presentation currency to the US dollar, the Company’s Canadian operating company, which has a Canadian dollar functional currency, resulted in an AOCI balance.

Adjustment to previously reported financial information due to change in presentation currency

For comparative purposes, the consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2021 includes adjustments to reflect the change in the presentation currency to the US dollar, which is a change in accounting policy. The exchange rates used to translate the amounts previously reported into US dollars for the three and six months ended June 30, 2021 were the monthly average rates for the period.

4.	INVENTORY

	June 30, 2022		December 31, 2021
	$		$
Finished goods		5,623		6,472
Work in progress - buses		42		41
Parts for resale		2,541		2,903
Total Inventory		8,206		9,416

As at June 30, 2022 and December 31, 2021, work in progress – buses consists of the cost of buses still being manufactured. Finished goods inventory consisted of the costs of assembled buses, as well as freight and other costs incurred directly by the Company in compiling inventory. All inventory is part of the general security agreement to secure the credit facility described in Note 6.

During the six months ended June 30, 2022, the Company recognized $11,551 as the cost of inventory included as an expense in cost of sales (June 30, 2021: $28,120).

5.	Intangible Assets

During the six months ended June 30, 2022, the Company received $817 as a grant from Sustainable Development Technology Canada for the development of the Company’s electric vehicles. The amount was recorded as a reduction in intangible assets. The Company is still expecting to receive C$1,549 dollars in further grants as milestones are achieved.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

6.	PROPERTY, PLANT & EQUIPMENT

	Buses Available for Lease			Office Equipment			Right-of-Use Asset			Vehicles			Land		Plant and Equipment		Total
	$			$			$			$			$		$		$
Cost
At December 31, 2020		2,924			794			591			350			—		70		4,729
Additions		3,522			1,109			27			—			1,760		3,922		10,340
Disposals		(2,350	)		—			—			—			—		—		(2,350	)
Foreign exchange		19			3			2			1			—		—		25
At December 31, 2021		4,115			1,906			620			351			1,760		3,992		12,744
Additions		188			1,176			2,196			—			—		6,784		10,344
Disposals		(285	)		—			—			—			—		—		(285	)
Foreign exchange		(74	)		23			(25	)		(5	)		—		—		(81	)

At June 30, 2022		3,944			3,105			2,791			346			1,760		10,776		22,722

Accumulated Amortization
At December 31, 2020		791			267			312			192			—		—		1,562
Disposals		(319	)		—			—			—			—		—		(319	)
Depreciation		369			66			193			42			—		—		670
Foreign exchange		(2	)		—			(1	)		—			—		—		(3	)
At December 31, 2021		839			333			504			234			—		—		1,910
Disposals		(22	)		—			—			—			—		—		(22	)
Depreciation		163			49			180			16			—		—		408
Foreign exchange		(17	)		(7	)		(10	)		(3	)		—		—		(37	)

At June 30, 2022		963			375			674			247			—		—		2,259

Carrying Value
December 31, 2021		3,276			1,573			116			117			1,760		3,992		10,834
June 30, 2022		2,981			2,730			2,117			99			1,760		10,776		20,463

All property and equipment are pledged as part of a general security agreement to secure the credit facility described in Note 7.

7.	CREDIT FACILITY

During the year ended December 31, 2017, the Company entered into a revolving credit facility agreement with a financial institution for a maximum amount of C$20 million based on the value of certain Company assets. The terms of the agreement were amended on October 23, 2020, renewing the credit facility for a three-year term. The credit facility bears interest at a rate of 0.75% - 1% plus Canadian prime rate for loans denominated in Canadian dollars and 0.75% - 1% plus US prime rate for loans denominated in US dollars. The facility is secured by way of a general security agreement over all assets of the Company.

As at June 30, 2022, the Company had drawn $658 on this facility, comprised of $850 in Canadian funds.

Per the terms of the credit facility, the Company must maintain a consolidated 12-month rolling fixed charge coverage ratio if the Company borrows over 75% of the available facility. As at June 30, 2022, the Company has not borrowed over 75% of its availability.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

8.	PROVISION FOR WARRANTY COST

The Company provides bumper to bumper warranty coverage for the first two years on specified components, with the exception of normal wear and tear.

During the six months ended June 30, 2022, the Company recorded warranty expense of $451 (June 30, 2021 - $1,524) as part of its cost of sales in connection with sales completed during the three months. During the six months ended June 30, 2022, $498 of warranty costs (June 31, 2021 - $581) have been incurred against the provision. Change in estimate of the warranty provision relates to re-assessment of the warranty provision compared to the actual warranty claims applied.

	$
Balance at December 31, 2020		800

Additions		1,598
Warranty claims applied		(1,073	)
Change in estimate of warranty provision		344
Change in foreign exchange		—
Balance at December 31, 2021		1,669
Additions		451
Warranty claims applied		(498	)
Change in estimate of warranty provision		303
Change in foreign exchange		(10	)
Balance at June 30, 2022		1,915
Less: Current portion		1,703
Long-term portion of warranty provision		212

9.	OTHER LONG-TERM LIABILITIES

		June 30, 2022		December 31, 2021
		$		$
Unsecured debentures - 2021	(a)		6,360		—
Lease Obligation	(b)		1,722		19
Other			55		73
			8,137		92

On October 5, 2021, the Company issued C$10,300 in unsecured debentures with a maturity 12 months from the date of issue. On June 15, 2022, the maturity date of the debentures was extended to October 4, 2023, with the extension being treated as a modification of the original debt with the classification changing from current to long-term liabilities. As a result, a gain of $803 on modification of debt was recorded during the three months ended June 30, 2022. In connection with the extension, the Company cancelled 412,000 warrants from the previous agreement. On extension the Company issued 1,000,000 warrants to purchase common shares at an exercise price of C$2.25 per share. The value of these warrants was incorporated in the $803 gain on modification of debt. The warrants expire on the debt maturity date of October 4, 2023.

The unsecured debentures include 8% annual interest paid at maturity with $449 being recorded as borrowing costs on June 15, 2022, and an effective interest rate of 24%.

During the six months ended June 30, 2022, the Company incurred $889 in interest expense (June 30, 2021 - $nil) on this loan, of which $469 is included in accounts payable and accrued liabilities at June 30, 2022.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

9.	OTHER LONG-TERM LIABILITIES (Continued)

Minimum lease payments in respect of lease liabilities and the effect of discounting are as follows:

	June 30, 2022
	$
Undiscounted minimum lease payments:
Less than one year		496
One to two years		481
Two to three years		1,376
		2,353
Effect of discounting		(210	)
Present value of minimum lease payments – total lease liability		2,143
Less: Current portion		(421	)
Long-term lease liabilities		1,722

During the three months ended June 30, 2022 the Company entered into new lease agreements for office and warehouse facilities expiring March 31, 2027 and May 31, 2027.

10.

SHARE CAPITAL

On March 24, 2021, the Company performed a 3 for 1 share consolidation of the Company’s common shares, stock options, warrants and DSUs. The quantities and per unit prices presented in this note are shown on post consolidation basis.

10.1 Authorized: Unlimited number of common shares without par value

10.2 Issued and Outstanding Common Shares:

The details for the common share issuances during the six months ended June 30, 2022 are as follows:

During the six months ended June 30, 2022, 4,444,445 units, each unit consisting of one common share and one warrant, were issued for a private placement at a price of $2.70 for gross proceeds of $12,000. The value allocated to the warrants based on the residual value method was $nil. The Company also incurred share issuance costs of $1,283 in relation to this private placement.

During the six months ended June 30, 2022, the Company also issued 302,555 shares at prices ranging from $2.96 to $3.65 for gross proceeds of $988.

During the six months ended June 30, 2022, 66,661 stock options were exercised by employees of the Company at an average exercise price of $1.13 for gross proceeds of $75.

The details for the common share issuances during the six months ended June 30, 2021 were as follows:

During the six months ended June 30, 2021, 1,924,721 warrants were exercised at an average exercise price of $3.18 per share for gross proceeds of $6,128.

During the six months ended June 30, 2021, 234,996 stock options were exercised by employees of the Company at an average price of $1.64 per share for gross proceeds of $386.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

10.

SHARE CAPITAL (Continued)

10.3 Share Purchase Warrants

A summary of the Company’s share purchase warrants are as follows:

	Number of Warrants			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2020		1,934,100			3.89
Issued		2,407,304			6.64
Forfeited		(9,379	)		4.50
Exercised		(1,924,721	)		3.89
Outstanding, December 31, 2021		2,407,304			6.64
Cancelled		(412,000	)		—
Issued		5,577,778			3.84
Outstanding, June 30, 2022		7,573,082			4.23

During the six months ended June 30, 2022, the Company issued 4,444,445 warrants and 133,333 agent warrants, as part of a private placement agreement with exercise prices of $2.97 and $3.36, respectively. The warrants expire 3 years and 2 years, respectively, from the date of closing of the placement.

During the six months ended June 30, 2022, the Company issued 1,000,000 warrants as part of a debt extension agreement (Note 8) with an exercise price of C$2.25. The warrants expire on October 4, 2023.

10.4 Directors, Consultants, and Employee stock options

The Company has adopted a share option plan for which options to acquire up to a total of 10% of the issued share capital, at the award date, may be granted to eligible optionees from time to time. Generally, share options granted have a maximum term of five years, and a vesting period and exercise price determined by the directors.

A summary of the Company’s directors, consultants, and employee stock options are as follows:

	Number of Options			Weighted Average Exercise Price
				C$
Outstanding, December 31, 2020		1,173,320			2.70
Issued		684,999			6.71
Exercised		(256,662	)		2.06
Outstanding, December 31, 2021		1,601,657			4.52

Issued		40,000			2.98
Forfeited		(125,004	)		—
Exercised		(66,661	)		1.40
Outstanding, June 30, 2022		1,449,992			4.46

During the six months ended June 30, 2022, the Company granted 40,000 stock options to executives and directors to purchase common shares of the Company with an exercise price of C$2.98 per common share and expiring in five years. These stock options vest over three years.

During the six months ended June 30, 2021, the Company granted 374,999 stock options to consulting firms to purchase common shares of the Company with exercise prices ranging from C$6.51 to C$9.36 per common share expiring in one to five years.

During the six months ended June 30, 2021, the Company granted 160,000 stock options to executives and directors to purchase common shares of the Company with exercise prices ranging from C$7.20 to C$7.24 per common and expiring in five years. These stock options vest over three years.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

10.

SHARE CAPITAL (Continued)

During the six months ended June 30, 2022, the Company recognized $24 (June 30, 2021 - $287) as stock-based compensation on the grant and vesting of options to directors, consultants and employees. The grant date fair value per option was calculated using the Black-Scholes model with the following weighted average assumptions:

	June 30, 2022			December 31, 2021

Fair value at grant date (C$)	$	1.58		$	4.20
Risk-free interest rate		2.36	%		0.42	%
Expected life of options		5 years			4 years
Annual dividend rate		0	%		0	%
Annualized volatility		96	%		90	%
Forfeiture rate		14	%		3	%

The following tables summarize information about the Company’s stock options outstanding at

June 30, 2022:

	Options Outstanding		Options Exercisable		Exercise Price		Remaining Contractual Life (Years)		Expiry Date
					C$

April 4, 2018		83,333		83,333		5.25		0.76	April 4, 2023
April 26, 2018		83,333		83,333		4.35		0.82	April 26, 2023
May 29, 2018		83,333		83,333		4.35		0.91	May 29, 2023
January 17, 2019		166,666		166,666		2.40		1.55	January 17, 2024
November 15, 2019		233,333		194,445		1.50		2.38	November 15, 2024
November 28, 2019		16,666		16,666		1.56		2.42	November 28, 2024
May 4, 2020		24,999		24,999		1.20		2.84	May 4, 2025
September 18, 2020		66,666		66,666		1.43		0.22	September 18, 2022
November 23, 2020		66,664		66,664		6.15		3.40	November 23, 2025
January 12, 2021		333,333		333,333		6.51		3.54	January 11, 2026
February 1, 2021		41,666		27,775		9.36		3.59	January 31, 2026
April 27, 2021		60,000		20,000		7.24		3.82	April 26, 2026
September 24, 2021		150,000		150,000		5.86		0.24	September 23, 2022
March 31, 2022		40,000		—		5.86		4.75	March 30, 2027

Total		1,449,992		1,317,213

10.5 Deferred Share Units

Pursuant to the Company’s Deferred Share Unit (“DSU”) Incentive Plan approved by the board of directors of the Company on July 8, 2018, deferred stock units to acquire common shares of the Company may be granted to specified board members of the Company in accordance with the terms and conditions of the plan.

Each DSU entitles the participant to receive one common share upon vesting. DSUs vest into common shares on the board members’ separation date from the board of directors. DSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such DSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the DSU vests and the DSU participant receives common shares.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

10.

SHARE CAPITAL (Continued)

A summary of the Company’s DSUs are as follows:

	Number of DSUs

Outstanding, December 31, 2020		95,141
Issued		75,650
Outstanding, December 31, 2021		170,791
Issued		163,387
Outstanding, June 30, 2022		334,178

During the six months ended June 30, 2022, the Company issued 163,387 DSUs (June 30, 2021 – 6,266) to board members of the Company that vest upon the board members separation date from the Board of Directors.

During the six months ended June 30, 2022, the Company recorded $282 (June 30, 2021 - $40) as stock-based compensation for the fair value of the DSUs issued.

11.

RELATED PARTY BALANCES AND TRANSACTIONS

Key management includes personnel having the authority and responsibility for planning, directing and controlling the activities of the Company, which are the directors and executive officers of the Company.

Compensation to key management:

	Six months ended		Six months ended
	June 30, 2022		June 30, 2021
	$		$
Salaries and benefits		664		614
Directors’ fees		—		25
Stock-based compensation		442		248
		1,106		887

During the six months ended June 30, 2022 the Company paid $97 in lease payments to a company owned by a director. $88 was recognized as depreciation and interest expense on the right of use asset and lease liability respectively.

During the three months ended June 30, 2021 the Company paid $99 in lease payments to a company owned by a director. $83 was recognized as depreciation and interest expense on the right of use asset and lease liability respectively.

Balances with key management and other related parties are:

As at June 30, 2022, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $5 (June 30, 2021 - $14).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

12.

FINANCIAL INSTRUMENTS

Fair values

The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable, the credit facility, short-term loans, deferred consideration, and lease obligations. The carrying amounts of these financial instruments are a reasonable estimate of their fair values based on their current nature and current market rates for similar financial instruments. Lease obligations are classified as level 2 within the hierarchy. Deferred consideration is the only instrument measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments.

The following table summarizes the carrying values and fair values of the Company’s financial instruments:

	June 30, 2022		December 31, 2021
	$		$
Assets:
Measured at amortized cost (i)		12,320		7,212
Liabilities:
Amortized cost (ii)		16,512		10,284
Fair value through P&L (iii)		4,526		4,602

(i) Cash, restricted cash and trade and other receivables

(ii) Accounts payable and accrued liabilities, current loans, and lease obligations.

(iii) Deferred consideration (only financial instrument carried at fair value)

The Company classifies its fair value measurements in accordance with the three-level fair value hierarchy. The measurement is classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

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 (i.e. as prices) or indirectly (i.e. derived from prices), and

Level 3 – Inputs that are not based on observable market data

The carrying value amount of the Company’s financial instruments that are measured at amortized cost approximates fair value due to their short-term nature and market conditions. The Company valued deferred consideration (iii) as a level 3 instrument. The Company used a probability weighted discount model to determine the fair value of the deferred consideration. Key assumptions included a discount rate of 10% and an expected maturity date of June 30, 2023 after which the Company expects the consideration milestone to have been achieved.

13.

REVENUE

The Company’s revenue is summarized as follows:

	Six months ended		Six months ended
	June 30, 2022		June 30, 2021
	$		$
Bus Sales		11,819		34,869
Other revenue:
Spare part sales		3,021		1,605
Operating lease revenue		85		580

Total Revenue		14,925		37,054

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

14.

COMMITMENTS AND CONTINGENCIES

The Company entered into a production agreement with one of its manufacturers whereby the parties have agreed to a specified production volume. The Company also has outstanding purchase order commitments related to the construction of its new manufacturing facility. Future minimum payments as at June 30, 2022 are $17,588 due no later than one year.

15.

SEGMENT INFORMATION

Allocation of revenue to geographic areas is as follows:

	Six months ended June 30, 2022		Six months ended June 30, 2021
	$		$
Canada
Bus sales		7,549		7,926
Spare part sales		2,738		1,486
Operating lease revenue		—		—
United States
Bus sales		4,270		26,943
Spare part sales		283		119
Operating lease revenue		85		580
Total		14,925		37,054

During the six months ended June 30, 2022, the Company had sales of $5,599, $4,474, and $1,581 to three end customers representing 38%, 30% and 11% of total sales, respectively. During the six months ended June 30, 2021, the Company had sales of $26,580 to one customer representing 72%of total sales.

Vicinity Motor Corp.

Notes to the Interim Condensed Consolidated Financial Statements

Three and six months ended June 30, 2022 and June 30, 2021

(Unaudited, In thousands of US dollars, except for per share amounts)

16.

EFFECT OF THE CHANGE IN PRESENTATION CURRENCY

The effects of the change in presentation currency discussed in Note 3 above were as follows.

a) Effect on the consolidated statement of (loss) income and comprehensive (loss) income for the three and six months ended June 30, 2021.

	For the three months						For the six months
	ended June 30, 2021						ended June 30, 2021
	USD			CAD			USD			CAD
Revenue
Bus sales		14,409			17,728			34,869			43,662
Other		1,109			1,371			2,185			2,733
		15,518			19,099			37,054			46,395

Cost of sales		(13,802	)		(16,957	)		(31,926	)		(39,925	)

Gross profit		1,716			2,142			5,128			6,470

Expenses
Sales and administration		1,570			1,925			2,980			3,707
Stock-based compensation		259			321			384			479
Amortization		138			169			272			339
Interest and finance costs		51			62			177			222
Foreign exchange loss		42			53			58			73

		2,060			2,530			3,871			4,820

Net (loss) income		(344	)		(388	)		1,257			1,650

Loss per share
Basic		(0.01	)		(0.01	)		0.04			0.06
Diluted		(0.01	)		(0.01	)		0.04			0.05

Weighted average number of common shares outstanding
Basic		29,533,518			29,533,518			29,317,831			29,317,831
Diluted		29,533,518			29,533,518			33,886,969			33,886,969

	For the three months						For the six months
	ended June 30, 2021						ended June 30,2021
	USD			CAD			USD		CAD
Net (loss) income		(344	)		(388	)		1,257		1,650

Other comprehensive income items that may be reclassified subsequently to net (loss) income
Exchange differences on translation of foreign operations		248			(8	)		457		(47	)

Total other comprehensive (loss) income		248			(8	)		457		(47	)
Total comprehensive (loss) income		(96	)		(396	)		1,714		1,603

EXHIBIT 99.2

VICINITY MOTOR CORP.

Management Discussion and Analysis

For the three and six months ended June 30, 2022

Introduction

This Management Discussion and Analysis (“MD&A”) relates to the financial condition and results of the operations of Vicinity Motor Corp. (“Vicinity”, “VMC” or the “Company”) together with its subsidiaries and is supplemental to, and should be read in conjunction with, Vicinity’s unaudited interim consolidated financial statements for the three and six months ended June 30, 2022, (including notes) (the “financial statements”) which are prepared in condensed format in accordance with International Financial Reporting Standards (“IFRS”) as applicable to the preparation of interim financial statements, including International Accounting Standard IAS 34, Interim Reporting. The unaudited condensed interim financial statements should also be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021, which have been prepared in accordance with IFRS. Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Vicinity’s public disclosure statements are available on SEDAR at www.sedar.com. This MD&A has been prepared as of August 15, 2022. All amounts are in thousands of US dollars, except share and per share information or where otherwise noted.

Cautionary Statement on Forward-Looking Information

This document includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding anticipated vehicle deliveries, future sales, completion of its assembly facility in the State of Washington, vehicle market acceptance and strategic partnerships, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

These forward-looking statements may include statements regarding the perceived merit of the product offered by Vicinity; sales estimates; manufacturing capabilities; capital expenditures; timelines; strategic plans; market prices for parts and material; or other statements that are not statements of fact. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Important factors that could cause actual results to differ materially from Vicinity’s expectations include uncertainties relating to the economic conditions in the markets in which Vicinity operates, vehicle sales volume, anticipated future sales growth, the success of Vicinity’s operational strategies, the timing of the completion of the vehicle assembly facility in the State of Washington, the effect of the COVID-19 pandemic, related government-imposed restrictions on operations, the success of Vicinity’s strategic partnerships; and other risk and uncertainties disclosed in Vicinity’s reports and documents filed with applicable securities regulatory authorities from time to time. Vicinity’s forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Vicinity assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or other factors, should they change, except as required by law.

About Vicinity

Vicinity Motor Corp. is a Canadian company that is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with world-class manufacturing partners to supply its flagship electric, compressed natural gas (“CNG”) and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. In addition, the Company sells its proprietary electric chassis alongside J.B. Poindexter business unit EAVX, the Company’s strategic partner, for upfitting into next-generation delivery vehicles.

Vicinity shares trade on the Nasdaq exchange under the symbol VEV and the TSX Venture exchange under the symbol VMC.

Second Quarter and Subsequent Highlights

	●	Secured order backlog exceeding $90 million.

	●	Received an order from the TOK Group, a transportation solutions provider, for six Vicinity Lightning™ electric buses valued at over CAD$3.0 million to support the shuttle bus service at Billy Bishop Toronto City Airport.

	●	VMC 1200 Class 3 electric trucks qualified for the recently approved Incentives for Medium and Heavy-duty Zero-Emission Vehicles (“iMHZEV”) Program administered by Transport Canada, a $550 million subsidy program which helps to make buying or leasing zero-emission vehicles more affordable.

	●	Signed multiple new distribution agreements to offer the Company’s product portfolio in the United States with:

	●	Schetky Bus and Van Sales, a dealership and transportation solutions provider, to offer the Vicinity Lightning, Vicinity Classic and VMC-Optimal vehicles, including an initial commitment for 18 vehicles.

	●	Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.

	●	Hoekstra Transportation, Michigan’s largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio, including an initial order for eight vehicles.

	●	Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

	●	Entered into a Master Goods and Service Agreement with Sustainability Partners LLC, an ESG focused company committed to eliminating deferred maintenance infrastructure by enabling sustainability, to utilize its Electric Vehicles as a Service™ (EVaaS) program to finance the conversion of traditional government fleets to Vicinity’s electric vehicles.

	●	Completed a one-year extension of the maturity date of its 8% unsecured debenture in the principal amount of CAD$10.3 million to October 4, 2023.

	●	Revenue for the three months ended June 30, 2022 of $11,742 compared to $15,518 for the three months ended June 30, 2021

	●	Net loss for the three months ended June 30, 2022 of $3,789 compared to net loss of $344 for the three months ended June 30, 2021

	●	Adjusted EBITDA loss for the three months ended June 30, 2022 of $1,249 compared to an adjusted EBITDA of $210 for the three months ended June 30, 2021 (see “Non-GAAP and Other Financial Measures”)

	●	Deliveries of 34 Vicinity buses, including two VMC Optimal electric vehicle, and one bus from the lease pool, for the three months ended June 30, 2022, compared to 46 Vicinity buses for the three months ended June 30, 2021

	●	Revenue for the six months ended June 30, 2022 of $14,925 compared to $37,054 for the six months ended June 30, 2021

	●	Net loss for the six months ended June 30, 2022 of $6,675 compared to net income of $1,257 for the six months ended June 30, 2021

●

Adjusted EBITDA loss for the six months ended June 30, 2022 of $3,336 compared to an adjusted EBITDA of $2,274 for the six months ended June 30, 2021 (see “Non-GAAP and Other Financial Measures”)

The Company reports results for the three months ended June 30, 2022 of 34 Vicinity buses delivered, including two VMC Optimal electric vehicles, and one bus from the Company’s lease pool, revenue of $11,742, net loss of $3,789 and gross margin of $1,024 which was 9% of revenue (see “Non-GAAP and Other Financial Measures”). Results for the second quarter of 2021 were 46 buses delivered, revenue of $15,518, net loss of $344 and gross margin of $1,716 which was 11% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended June 30, 2022 was negatively affected by product mix and the low volume of buses delivered. Consistent with the rest of the automotive industry, shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components have delayed a large portion of expected deliveries.

Business Overview

Corporate Update

“The second quarter of 2022 was marked by additional sales and distribution wins for our portfolio of electric vehicles, further validating our transition to electric vehicles,” said William Trainer, Founder and Chief Executive Officer of Vicinity Motor Corp. “This traction is a testament to the incredible interest and support we are receiving from enterprise customers and government agencies. From new government incentives for EV adoption to new financing strategies such as Sustainability Partner’s EVaaS program, the market is quickly optimizing for an electrified future. Taken together, our backlog grew to over USD$90 million, the majority of which are for electric vehicles.

“We delivered 34 vehicles in the second quarter – surmounting supply chain issues in some areas, while facing new obstacles in others. The global automotive industry supply chain continues to be stretched – until such a time that it catches up to demand, we will continue to work to engineer creative new solutions to address new problems wherever possible. Our goal is to continue to provide vehicles to our customers despite this environment, and we will continue to do so to the greatest extent possible. That being said, given the pressures we are seeing, we are suspending our prior financial guidance as the current supply chain environment makes it difficult to forecast and it appears many orders may be pushed from 2022 to 2023.

“Our Ferndale, Washington facility is nearing completion – helping us to meet customer demand and capture market share in the U.S. with an American-built and ‘Buy America’ compliant product. We also plan on making this the new home to support our industrial electric truck line starting with the VMC 1200.

“Looking ahead, we are certainly laying the foundation for success in 2023 as supply chains normalize. Our expanded dealer network, new facility coming online and strengthened supply chain are positioning us for a ramp-up of production and significant growth in the months ahead. I look forward to providing additional updates as we work diligently to build sustainable, long-term value for our shareholders,” concluded Trainer.

Recent Developments

In January of 2022, VMC announced an order for eight Vicinity Classic buses to First Transit to be used in Yellowknife, Canada for delivery in 2022.

In January of 2022, VMC announced a supply agreement with Proterra Inc. to provide VMC with commercial batteries through 2024 for over 600 expected Vicinity commercial electric vehicles. Proterra battery systems will power the Vicinity Lightning EV buses and chassis with the potential to support Vicinity’s next-generation heavy-duty electric transit buses as well as EV trucks.

In January of 2022, VMC announced receiving an order for 100 VMC 1200 EV trucks from the Pioneer Group with delivery to begin in 2022. The Pioneer Group has been appointed to act as VMCs exclusive dealer in the province of British Columbia, Canada.

In February of 2022, VMC announced receiving orders for 50 VMC 1200 EV trucks from Skydome Auto and Truck Centre with deliveries expected to begin in the second quarter of 2022. Skydome will be the exclusive dealer for VMC 1200 EV trucks in the city of Brampton in Ontario Canada.

In February of 2022, the Company announced receiving a grant of C$2.57 million from Sustainable Development Technology Canada (“SDTC”), a foundation created by the Canadian federal government, to be used in the development of zero-emission transit vehicles. The non-repayable grant from SDTC will help VMC introduce its all-electric, true low-floor wheelchair-accessible (fully ADA compliant), mid-sized, medium-duty bus and will be used to support the production of the Calgary Transit buses and electrification efforts.

In February of 2022, the Company announced an order for 100 VMC 1200 EV trucks from Paradigm Automotive. The Company also announced that its backlog exceeds C$100 million.

In March of 2022, VMC announced an order for five VMC Optimal E1 chassis through Olathe Fleet solutions.

In March of 2022, VMC announced an expansion of its strategic US distribution agreement with ABC Companies to include distribution of all VMC products to 18 states covering key population centers across the USA. In conjunction with the agreement, ABC has contracted to order 18 VMC Optimal S1 shuttle buses and 3 Vicinity Classic buses for delivery in 2022.

In March of 2022, VMC announced the signing of a US distribution agreement with DATTCO Inc., a U.S. full-service passenger transportation company, to distribute Vicinity vehicles within the Northeastern United States throughout New England. In conjunction with the agreement, DATTCO has placed an initial order valued at over $2 million for Vicinity Lightning™ EV and Classic transit buses and Optimal-EV S1 paratransit electric low-floor shuttle busses.

In March of 2022, the Company issued 4,444,445 units, consisting of one common share and one warrant per unit, at $2.70 per unit for gross proceeds of $12 million through a registered public offering. The warrants have a six month hold, expire three years after the initial exercise date, and have an exercise price of $3.36 per common share.

In March of 2022, the Company announced the hiring of Dennis Gore as Vice President of Engineering. Dennis brings 35+ years of experience from Gillig bus, Zero Motorcycles, Honda, and Mitsubishi Motors and among others.

In April of 2022, the Company announced the signing of a distribution agreement with Hoekstra Transportation, Michigan’s largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio including an initial order for eight vehicles.

In April of 2022, the Company announced the signing of a distribution agreement with Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

In April of 2022, the Company announced the signing of a distribution agreement with Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.

In May of 2022, the Company announced a strategic partnership with Sustainability Partners LLC, an ESG focused company committed to eliminating deferred maintenance infrastructure by enabling sustainability, to utilize its Electric Vehicles as a Service™ (EVaaS) program to finance the conversion of traditional government fleets to Vicinity’s electric vehicles.

In June of 2022, the Company announced a one year extension on the maturity date of its CAD$10.3 million debenture to October of 2023. In connection with the extension, the Company issued 1,000,000 share purchase warrants exercisable at a price of CAD$2.25 per common share that are exercisable until October of 2023.

In June of 2022, the Company received an order from the TOK Group for six Vicinity Lightning electric buses valued at over CAD$3 million to support the shuttle bus service at Billy Bishop Toronto City Airport.

In July of 2022, the Company entered into a distribution agreement for the Northwest U.S. with Schetky Bus and Van Sales, a dealership and transportation solutions provider, to offer the Vicinity Lightning, Vicinity Classic and VMC-Optimal vehicles, including an initial commitment for 18 vehicles.

In July of 2022, VMC announced eligibility in Transport Canada’s new Incentives for Medium and Heavy-duty Zero-Emission Vehicles (iMHZEV) program which helps to make buying or leasing zero-emission vehicles more attractive. The VMC 1200 EV truck will qualify for these significant incentives that are passed onto the consumer.

During the three months ended March 31, 2022, VMC issued 302,555 common shares at prices ranging from $3.07 to $3.79 per share for net proceeds of $1 million through its “at-the-market” equity distribution program approved in 2021. There were no shares issued through this program during the three months ended June 30, 2022.

COVID-19 and Supply Chain Update

In response to the COVID-19 pandemic and global market volatility, the Company activated robust business continuity plans to minimize disruptions to business and to adapt to evolving market conditions. The Company’s top priority is the health and safety of its staff, customers, and the communities in which it operates. Vicinity has taken appropriate precautions in this regard and has continued to deliver parts and services to meet its customers’ needs. The Company is following the advice of health authorities in each jurisdiction where it operates.

Management is monitoring the situation very closely and continues to evaluate the impact supply chain and ongoing shipping issues related to the virus may have on the Company’s current delivery schedule. Some expected sales to private operators were delayed as a result of the pandemic. Sales orders from customers slowed after March of 2020 for the remainder of the year, which affected deliveries for the last half of 2021. Consistent with other manufacturing and transportation companies, VMC continues to experience delays from some suppliers and shipping companies due ongoing supply chain shortages, which has affected deliveries originally scheduled for delivery in 2021 and into 2022. Sales activity, for both the pipeline and order book, has strengthened significantly during 2021 and 2022 for future deliveries. The Company’s manufacturing partners overseas are operating and currently producing to meet the Company’s needs. Although deliveries may be delayed, the purchase orders are firm and will be delivered when product is made available. Our U.S. production facility is expected to be substantially complete during the third quarter of 2022, which will reduce the exposure to disruptions from partnerships in the U.S. going forward.

Our supply chain is currently able to provide us with the necessary components, although delayed in certain circumstances, for production and aftermarket part sales but there is a risk of further potential disruptions. Our aftermarket parts division will continue operating and servicing all our customers.

The Company remains well-positioned to serve its customers. As conditions evolve, Vicinity will adjust plans to align with business continuity protocols and ensure employee, customer, and community health and safety are the highest priority. Our credit line has remained active, allowing the Company access to capital, however Vicinity recognizes that the effects of supply chain issues, the COVID-19 pandemic, and government or customer reactions could ultimately be materially disruptive.

William Trainer, President and CEO of Vicinity stated, “We continue to monitor the industry and supply chain issues closely and we are responding swiftly and effectively to protect the interests of our stakeholders. I am confident that our skilled and loyal workforce, the diversification and strength of our business model, and our strong partner relationships will position us well to navigate the current environment.”

Outlook

Management expects to maintain its strong market segment leadership position in Canada and continue to make progress in the U.S. with private operators and public transit agencies. The external pressures to “right size” vehicles for their applications and ridership levels along with the availability of funding in Canada and the U.S. create an ideal environment for Vicinity to prosper. Even with the challenges in 2021 from the COVID-19 pandemic and ongoing supply chain disruptions, the outlook for Vicinity, including significant growth in the U.S., remains very positive.

Delays due to shipping and supply chain issues have negatively affected sales and deliveries in 2021 and into 2022. We are maintaining our strong leadership position in our market segment in Canada, and we continue to make progress in the U.S. market. We were able to deliver our most recent forecast of over 130 buses during 2021 with the last half of 2021 being negatively affected by the reduced order activity experienced across the industry during the first nine months of the pandemic. Consistent with other manufacturing and transportation companies, VMC continues to experience delays from some suppliers and shipping companies, including delays in the availability of certain components which have negatively affected deliveries originally planned for 2021. These conditions continue into 2022 and continue to cause disruptions in the availability of components and expected delivery times for existing orders. Order activity for deliveries in 2022 and beyond remains strong across Vicinity product lines, including the Vicinity Lightning™ EV, the newly announced VMC 1200 Class 3 EV trucks, and both VMC Optimal EV products. Our collaboration agreement with the JB Poindexter group, though EAVX, is also expected to create significant demand for our chassis and VMC 1200 EV product lines in the near future.

Approved funding for transit in the U.S. and Canada prior to the pandemic was high. During the pandemic, government support for transit has remained strong in both the U.S. and Canada with both countries approving emergency funding for transit through billions of dollars in safe restart programs. Funding announcements have continued through 2021 in both the U.S. and Canada showing a commitment to improving transit through investing heavily in transit and zero emission transit solutions.

In the U.S. the Federal government extended the funding for the Fixing America’s Surface Transportation Act (“FAST Act”) which included $12.3 billion for transit programs through 2021. The US government is currently working on the successor to the FAST Act which includes significant spending for transit capital purchases. The Infrastructure Investment and Jobs Act, passed in November of 2021, includes proposals for investments to modernize existing transit systems, fund replacement of diesel transit vehicles, and invest billions into the EV market. Deliveries for EV buses are anticipated to strengthen through to 2025 with the expected funding from this program.

In October of 2020, the Canadian federal government announced $1.5 billion in financing through the Canada Infrastructure Bank to support the adoption of zero emission buses and charging infrastructure over 24 to 36 months. In February of 2021, the Canadian government announced $14.9 billion to be invested in Canadian public transit, including $5.9 billion in dedicated project funds starting in 2021, and ongoing permanent funding of $3 billion per year beginning in 2026-2027.

The Canadian Federal budget for 2021 included $17.6 billion in new spending that will go towards a “green recovery” and announced aggressive emissions reductions targets with a goal to be net-zero by 2050.

Although the proposed legislations and funding announcements from the Canadian and U.S. governments are encouraging for the transit industry, the Company does not yet know how or when the proposed funds will materialize and the expected impact on financial performance of the Company.

The medium and long-term recovery of the Company’s end markets from the COVID-19 pandemic are currently unknown but are expected to be dependent on government support, COVID-19 case rates, manufacturing and supply chain capabilities, travel restrictions and economic reopening activity. The Company has implemented a robust risk management process to ensure the health and safety of its employees and continued access to supply chain materials, but the ongoing nature of the pandemic may adversely impact results in the future.

Part of our strategic plan is the expansion of our product line through the recent additions of a 100% zero emission electric propulsion system to our existing Vicinity bus models and the introduction of 100% electric trucks to our product lineup to reduce the Company’s exposure to periods of inconsistent quarterly revenues from the bus industry. The Vicinity electric bus will place Vicinity in an excellent position to capture market share as the demand for zero emissions buses grows. Municipalities of all sizes across Canada and the U.S. along with private operators in multiple sectors are looking for a more robust low floor accessible bus to replace their cutaways. Our first Vicinity Lightning™ EV buses are currently in production for initial customers. Our Vicinity Optimal EV products and the Vicinity 1200 EV truck are available immediately to fill high volume demands for the low floor EV cutaway and electric truck markets. The first Vicinity 1200 EV trucks will be delivered in the third quarter of 2022.

Aftermarket parts sales are expected to continue to increase as Vicinity bus fleets get older and new vehicles are placed into service.

Tariffs and Surtaxes

Management continues to closely monitor negotiations and ongoing global trade discussions which may influence the Company. We are implementing purchasing, shipping and assembly modifications to best adapt to the current trade environment and strengthen our U.S.-based operations and component sourcing.

Management currently expects an immaterial impact in 2022 for any market increases for our current deliverables. Any future component cost increases should be substantially recoverable through new RFPs or through producer price index (PPI) mechanisms in multiyear contracts.

Non-GAAP and Other Financial Measures

The non-GAAP and other financial measures presented do not have any standardized meaning prescribed by IFRS and are therefore unlikely to be directly comparable to similar measures presented by other issuers. The data presented is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These non-GAAP and other financial measures should be read in conjunction with our consolidated financial statements.

Non-GAAP financial measure - Adjusted EBITDA

Adjusted EBITDA does not have any standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other issuers. The Company defines adjusted EBITDA as earnings before interest, income taxes, depreciation and amortization, foreign exchange gains or losses, certain non-recurring and/or non-operating income and expenses, and share based compensation. Adjusted EBITDA should not be construed as an alternative for revenue or net loss determined in accordance with IFRS. The Company believes that adjusted EBITDA is a meaningful metric in assessing the Company’s financial performance and operational efficiency.

The following table reconciles net earnings or losses to Adjusted EBITDA based on the consolidated financial statements of the Company for the periods indicated.

	3 months ended June 30, 2022			3 months ended June 30, 2021			6 months ended June 30, 2022			6 months ended June 30, 2021
(US dollars in thousands - unaudited)	$			$			$			$
Net (loss) income		(3,789	)		(344	)		(6,675	)		1,257
Add back
Stock based compensation		166			259			463			384
Interest		599			51			1,186			177
Gain on modification of debt		(803	)		—			(803	)		—
Foreign exchange loss (gain)		1,572			42			784			58
Amortization		779			202			1,482			398
Income tax		209			—			209			—
Loss on disposal of property and equipment		18			—			18			—
Adjusted EBITDA		(1,249	)		210			(3,336	)		2,274

Figures for 2021 have been restated in USD to reflect the change in the Company’s presentation currency.

Non-GAAP financial measure – working capital

Working capital is a non-GAAP measure calculated as current assets less current liabilities. Working capital does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies.

	Three months ended June 30, 2022		Three months ended December 31, 2021
(US dollars in thousands - unaudited)	$		$
Current Assets		24,924		20,806
Current Liabilities		16,674		19,401

Working Capital		8,250		1,405

Supplementary financial measure – gross margin as a percentage of revenue

Gross margin as a percentage of revenue is a supplementary financial measure calculated as gross margin divided by revenue, expressed as a percentage.

Summary of Quarterly Results

The following selected financial information is derived from unaudited quarterly financial statements of the Company. The information is stated in US dollars.

(US dollars in thousands, except earning per share -unaudited)	Q2 202 $			Q1 202 $			Q4 202 $			Q3 2021 $ (Restated)			Q2 2021 $ (Restated)			Q1 2021 $ (Restated)		Q4 2020 $ (Restated)			Q3 2020 $ (Restated)
Revenue		11,742			3,183			2,330			2,324			15,518			21,536		3,471			6,736
Gross margin		1,024			210			(316	)		(577	)		1,716			3,412		1,711			431
Net (loss) income		(3,789	)		(2,887	)		(4,782	)		(3,798	)		(344	)		1,601		(410	)		(978	)
Basic earnings (loss) per share⁽¹⁾		(0.10	)		(0.08	)		(0.14	)		(0.13	)		(0.01	)		0.06		(0.02	)		(0.04	)
Diluted earnings (loss) per share⁽¹⁾		(0.10	)		(0.08	)		(0.14	)		(0.13	)		(0.01	)		0.05		(0.02	)		(0.04	)

Cash and cash equivalents		9,357			11,016			4,402			3,890			8,237			1,365		1,008			964
Working capital		8,250			8,664			1,405			12,846			19,682			16,522		13,111			7,536
Total assets		65,762			73,268			53,993			30,463			34,185			37,953		36,943			24,522
Non-current financial liabilities		8,349			1,035			347			586			780			737		419			1,251

⁽¹⁾

Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

All figures prior to Q4 2021 have been restated to USD to reflect the change in the Company’s presentation currency.

Variability of revenues, gross margin, and net income (loss) over the past 8 quarters is mainly driven by the timing and delivery of buses.

Three and Six Months Ended June 30, 2022 Earnings Review

(US dollars in thousands, except earnings per share -unaudited)	3 months ended June 30, 2022 $			3 months ended June 30, 2021 $ (Restated)

Revenue		11,742			15,518
Gross margin		1,024			1,716
Net loss		(3,789	)		(344	)
Basic and diluted earnings (loss) per share⁽²⁾		(0.10	)		(0.01	)

⁽²⁾

Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

Figures for 2021 have been restated in USD to reflect the change in the Company’s presentation currency.

Revenue

Revenue for the three months ended June 30, 2022 was $11,742 compared to $15,518 for the three months ended June 30, 2021, representing a 24% decrease. This represented 34 deliveries versus 46 deliveries in the previous period.

Gross Margin

Gross margin for bus sales and other revenue for the three months ended June 30, 2022 was $1,024 or 9% of revenue (see “Non-GAAP and Other Financial Measures”) as compared to the three months ended June 30, 2021, which had a gross margin of $1,716 or 11% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the three months ended June 30, 2022 was negatively affected by product mix and the low volume of buses delivered. Shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components has delayed a large portion of expected deliveries during the end of 2021 and into 2022.

Net (Loss) Income

Net loss for the three months ended June 30, 2022, was $3.8 million compared to a net loss of $0.3 million for the three months ended June 30, 2021. Net loss increased for the three months ended June 30, 2022 as a result of lower gross profits from decreased deliveries compared to the prior year, higher effective interest costs related to $10 million in debt entered into in October of 2021, higher depreciation related to the purchase of the marketing rights for VMC Optimal products, higher stock based compensation, increased marketing and legal costs related to listing on the Nasdaq exchange and marketing of new products, and an increase in overall salaries and headcount to prepare for the next stages of growth for the Company. Foreign exchange loss for the three months ended June 30, 2022, were mainly the result of translation of intercompany balances between VMC entities for consolidation purposes.

(US dollars in thousands, except earnings per share -unaudited)	6 months ended June 30, 2022 $			6 months ended June 30, 2021 $ (Restated)

Revenue		14,925			37,054
Gross margin		1,234			5,128
Net (loss) income		(6,675	)		1,257
Basic earnings (loss) per share⁽²⁾		(0.18	)		0.04
Diluted earnings (loss) per share⁽²⁾		(0.18	)		0.04

⁽¹⁾

Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

Figures for 2021 have been restated in USD to reflect the change in the Company’s presentation currency.

Revenue

Revenue for the six months ended June 30, 2022 was $14,925 compared to $37,054 for the six months ended June 30, 2021, representing a 60% decrease. This represented 40 deliveries versus 113 deliveries in the previous period.

Gross Margin

Gross margin for bus sales and other revenue for the six months ended June 30, 2022 was $1,234 or 8% of revenue (see “Non-GAAP and Other Financial Measures”) as compared to the six months ended June 30, 2021, which had a gross margin of $5,128 or 14% of revenue (see “Non-GAAP and Other Financial Measures”). The gross margin for the six months ended June 30, 2022 was negatively affected by product mix and the low volume of buses delivered. Shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components has delayed a large portion of expected deliveries during the end of 2021 and into 2022.

Net (Loss) Income

Net loss for the six months ended June 30, 2022, was $6.7 million compared to a net income of $1.3 million for the six months ended June 30, 2021. Net income decreased for the six months ended June 30, 2022 as a result of lower gross profits from decreased deliveries compared to the prior year, higher effective interest costs related to $10 million in debt entered into in October of 2021, higher depreciation related to the purchase of the marketing rights for VMC Optimal products, higher stock based compensation, increased marketing and legal costs related to listing on the Nasdaq exchange and marketing of new products, and an increase in overall salaries and headcount to prepare for the next stages of growth for the Company. Foreign exchange losses for the six months ended June 30, 2022, were mainly the result of translation of intercompany balances between VMC entities for consolidation purposes.

Liquidity and Selected Cash Flow Items

(US dollars in thousands - unaudited)	June 30, 2022 $		December 31, 2021 $

Cash and cash equivalents		9,357		4,402
Working capital		8,250		1,405
Total assets		65,762		53,993
Non-current financial liabilities		8,349		347

Vicinity has working capital of $8,250 as of June 30, 2022 compared to working capital at December 31, 2021 of $1,405. Working capital has increased by $6,845 due to common shares issued during the first quarter offset slightly by development costs for new products and fixed asset purchases as the Company builds its new manufacturing facility in Ferndale, Washington, USA. Vicinity had a cash and cash equivalents balance of $9,357 as at June 30, 2022 compared to $4,402 as at December 31, 2021.

Cash provided from operating activities during the six months ended June 30, 2022 was $171 compared to cash provided of $11,960 during the six months ended June 30, 2021. The decrease of $11,789 from the six months ended June 30, 2021 was mainly due to decreased sales in 2022 vs 2021 and the change in non-cash working capital items.

For the six months ended June 30, 2022, investing activities used cash of $7,485 compared to the six months ended June 30, 2021, where investing activities used cash of $4,499. The increase of $2,986 from the six months ended June 30, 2021 was from the development of new product lines, and the ongoing construction of the Company’s new manufacturing facility in Ferndale, Washington.

For the six months ended June 30, 2022, financing activities provided cash of $12,405 compared to the six months ended June 30, 2021, where financing activities used cash of $267. Proceeds from a private placement in 2022 and the credit facility resulted in an increase of cash provided of $10,720 compared to 2021.

Financial Instruments

Fair values

The Company’s financial instruments include cash and cash equivalents, restricted cash, trade and other receivables, accounts payable, credit facility, short-term loans, deferred consideration, lease obligations. The carrying amounts of these financial instruments are a reasonable estimate of their fair values based on their current nature and current market rates for similar financial instruments. Lease obligations are classified as a level 2 within the hierarchy.

Deferred consideration is the only instrument measured at fair value through profit and loss in accordance with IFRS 9 – Financial Instruments, which requires the classification of financial instruments within a hierarchy that prioritizes the inputs to fair value measurement, this instrument was classified as a level 3 within the hierarchy.

Capital Management

The Company’s objectives when managing capital are:

●

to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

●

to provide an adequate return to shareholders through expansion correspondingly to the level of risk.

The Company considers its share capital, other shareholders’ equity, short-term loans, long-term loans and convertible debt to be its capital. As a part of its loan commitments, the Company is required to obtain authorization from the lender prior to obtaining further loans. The Company’s capital is currently not subject to any other external restrictions except those described in Credit facility (Note 7 of the financial statements).

The Company sets the amount of capital in proportion to risk. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, sell assets, reduce debt or increase its debt.

Commitments

The Company entered into a production agreement with one of its manufacturers whereby the parties have agreed to a specified production volume. The Company also has outstanding purchase order commitments related to the construction of its new manufacturing facility. Future minimum payments to the manufacturer as at June 30, 2022 are $17,588 due no later than one year.

Off-Balance Sheet Arrangements

The Corporation has not entered into any off balance sheet arrangements.

Transactions with Related Parties

Expenses incurred to key management are:

	Six months ended		Six months ended
	June 30, 2022		June 30, 2021
Salaries and benefits	$	664	$	614
Non-executive directors’ fees		—		25
Share based payments		442		248
	$	1,106	$	887

During the six months ended June 30, 2022 the Company paid $97 in lease payments to a company owned by a director. $88 was recognized as depreciation and interest expense on the lease.

During the six months ended June 30, 2021 the Company paid $99 in lease payments to a company owned by a director. $83 was recognized as depreciation and interest expense on the lease.

Balances with key management and other related parties are:

As at June 30, 2022, included in accounts payable are balances owing to key management or companies controlled by officers of the Company in the amount of $5 (June 30, 2021 - $14).

All related party balances are non-interest bearing, unsecured and have no fixed terms of repayment and have been classified as current.

Critical Accounting Estimates and Judgements

The preparation of the consolidated financial statements in conformity with IFRS requires the use of judgments and/or estimates that affect the amounts reported and disclosed in the consolidated financial statements and related notes. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ materially from the amounts included in the consolidated financial statements. For significant estimates and judgements refer to Note 8 as well as the consolidated financial statements for the year ended December 31, 2021.

Recent Accounting Pronouncements

There were no recent accounting pronouncements adopted by the Company.

Segment Information

Allocation of revenues to geographic areas is as follows:

	Six months ended June 30, 2022		Six months ended June 30, 2021 (Restated)
	$		$
Canada
Bus sales		7,549		7,926
Spare part sales		2,738		1,486
Operating lease revenue		—		—
United States
Bus sales		4,270		26,943
Spare part sales		283		119
Operating lease revenue		85		580
Total		14,925		37,054

During the six months ended June 30, 2022, the Company had sales of $5,599, $4,474 and $1,581 to three end customers representing 38%, 30% and 11% of total sales, respectively. During the six months ended June 30, 2021, the Company had sales of $26,580 to one customer representing 72% of total sales.

Outstanding Share Data

At a Special Annual General Meeting of the shareholders held on March 24, 2021, a 3 for 1 share consolidation was approved, effective March 29, 2021. All share and per share amounts are reflective of the share consolidation. Issued and outstanding as of the date of this report is as follows:

39,760,040 common shares

7,573,082 warrants

1,449,992 stock options

334,178 deferred share units

166,000 restricted share units

EXHIBIT 99.3

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, William Trainer, Chief Executive Officer of Vicinity Motor Corp. certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Vicinity Motor Corp. (the “issuer”) for the interim period ended June 30, 2022

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design: N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022, and ended on June 30, 2022, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 15, 2022

/s/ “William Trainer”

William Trainer,
CEO

EXHIBIT 99.4

Form 52-109F2

Certification of Interim Filings

Full Certificate

I, Danial Buckle, Chief Financial Officer of Vicinity Motor Corp. certify the following:

Design:Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii)

(b)

5.1

Control framework:The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

5.2

ICFR – material weakness relating to design: N/A

5.3

Limitation on scope of design:N/A

Date: August 15, 2022

/s/ “Danial Buckle”

Danial Buckle,
CFO

EXHIBIT 99.5

Vicinity Motor Corp. Reports Second Quarter 2022 Financial Results

VANCOUVER, BC / August 15, 2022 / Vicinity Motor Corp. (NASDAQ: VEV)(TSXV:VMC)(FRA:6LGA) (“Vicinity” or the “Company”), a North American supplier of commercial electric vehicles, today reported its financial and operational results for the second quarter ended June 30, 2022.

Second Quarter 2022 and Subsequent Operational Highlights

●	Secured order backlog exceeding $90 million, the majority of which are for electric vehicles.
●	Received an order from the TOK Group, a transportation solutions provider, for six Vicinity Lightning electric buses valued at over CAD$3.0 million to support the shuttle bus service at Billy Bishop Toronto City Airport.
●	VMC 1200 Class 3 electric trucks qualified for the recently approved Incentives for Medium and Heavy-duty Zero-Emission Vehicles (iMHZEV) Program administered by Transport Canada, a $550 million subsidy program which helps to make buying or leasing zero-emission vehicles more affordable.
●	Signed multiple new distribution agreements to offer the Company's product portfolio in the United States with:

	○	Schetky Bus and Van Sales, a dealership and transportation solutions provider, to offer the Vicinity Lightning^TM, Vicinity Classic and VMC-Optimal vehicles, including an initial commitment for 18 vehicles.
	○	Soderholm Sales & Leasing, a full-service bus dealer in Hawaii and the Pacific Islands region, including an initial commitment for four vehicles.
	○	Hoekstra Transportation, Michigan's largest school bus, commercial bus, cargo and custom van dealer, for the territory of Michigan, Indiana and Ohio, including an initial order for eight vehicles.
	○	Central States Bus Sales, Inc., one of the largest school and commercial bus dealers in the U.S., including an initial commitment for 18 vehicles for the central U.S. territory.

●	Entered into a Master Goods and Service Agreement with Sustainability Partners LLC, an ESG focused company committed to eliminating deferred maintenance infrastructure by enabling sustainability, to utilize its Electric Vehicles as a Service (EVaaS) program to finance the conversion of traditional government fleets to Vicinity's electric vehicles.
●	Completed a one-year extension of the maturity date of its 8% unsecured debenture in the principal amount of CAD$10.3 million to October 4, 2023.
●	Presented at several leading automotive industry and investor conferences nationally including the Benzinga All-Access Show, the Diamond Equity Research Virtual Emerging Growth Invitational, the Advanced Clean Transportation Expo, the Planet MicroCap Showcase 2022 and the Stifel 2022 Transportation & Logistics Conference

Management Commentary

Second Quarter 2022 Financial Results
All figures stated in this press release are in U.S. dollars unless stated otherwise.

Revenue totaled $11.7 million in the second quarter of 2022, as compared to $15.5 million in the same year-ago quarter. The decrease in revenue was primarily driven by the delivery of 34 vehicles in the quarter, as compared to 46 deliveries in the second quarter of 2021. Revenue totaled $14.9 million for the six months ended June 30, 2022, as compared to $37.1 million in the six months ended June 30, 2021. The Company delivered 40 vehicles in the first half of 2022, as compared to 113 deliveries for the first half of 2021, with the decrease primarily a result of global supply chain disruptions.

Gross profit in the quarter ended June 30, 2022 totaled $1.0 million, or 8.7% of revenue, as compared to $1.7 million, or 11.1% of revenue, for the quarter ended June 30, 2021. Gross profit totaled $1.2 million, or 8.3% of revenue for the six months ended June 30, 2022, as compared to gross profit of $5.1 million, or 13.8% of revenue for the six months ended June 30, 2021. Gross margins were affected by product mix and the low volume of buses delivered. Shipping difficulties and global supply chain disruptions in the availability of chassis for our VMC Optimal products and certain bus components continues to delay deliveries.

Cash provided by operating activities in the six months ended June 30, 2022 totaled $0.2 million, as compared to cash provided by operating activities of $12.0 million in the first half of 2021.

Net loss in the quarter ended June 30, 2022 was $3.8 million, or $(0.10) per share, as compared to a net loss of $0.3 million, or ($0.01) per share, in the second quarter of 2021. Net loss for the six months ended June 30, 2022 was $(6.7) million, as compared to net income of $1.3 million for the six months ended June 30, 2021.

Adjusted EBITDA loss for the three months ended June 30, 2022 totaled $1.3 million, as compared to adjusted EBITDA of $0.2 million for the three months ended June 30, 2021. Adjusted EBITDA loss for the six months ended June 30, 2022 was $3.3 million, as compared to an adjusted EBITDA of $2.3 million for the six months ended June 30, 2021.

Cash and cash equivalents as of June 30, 2022 totaled $9.4 million, as compared to $4.4 million as of December 31, 2021.

Second Quarter 2022 Results Conference Call

Management will host an investor conference call at 4:30 p.m. Eastern time on Monday, August 15, 2022 to discuss Vicinity Motors’ second quarter financial results, provide a corporate update, and conclude with Q&A from telephone participants. To participate, please use the following information:

Q2 2022 Conference Call and Webcast

Date: Monday, August 15, 2022
Time: 4:30 p.m. Eastern time
U.S./Canada Dial-in: 1-844-850-0545
International Dial-in: 1-412-542-4118
Conference ID: 10169971
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1562536&tp_key=9bc5a2f681

Please dial in at least 10 minutes before the start of the call to ensure timely participation.

A playback of the call will be available through Thursday, September 15, 2022. To listen, call 1-844-512-2921 within the United States and Canada or 1-412-317-6671 when calling internationally. Please use the replay pin number 10169971. A webcast will also be available by clicking here: Vicinity Motors Q2 2022 Webcast.

About Vicinity Motor Corp.

Vicinity Motor Corp. (NASDAQ: VEV)(TSXV:VMC)(FRA:6LGA) is a North American supplier of electric vehicles for both public and commercial enterprise use. The Company leverages a dealer network and close relationships with world-class manufacturing partners to supply its flagship electric, CNG and clean-diesel Vicinity buses, the VMC 1200 electric truck and a VMC Optimal-EV shuttle bus. In addition, the Company sells its proprietary electric chassis alongside J.B. Poindexter business unit EAVX, the Company’s strategic partner, for upfitting into next-generation delivery vehicles. For more information, please visit www.vicinitymotorcorp.com.

Company Contact:
John LaGourgue
VP Corporate Development
604-288-8043
[email protected]

U.S. Investor Relations Contact:
Lucas Zimmerman
MZ Group - MZ North America
949-259-4987
[email protected]
www.mzgroup.us

Canadian Investor Relations Contact:
MarketSmart Communications Inc.
877-261-4466
[email protected]

Neither the TSX-V nor its Regulation Service Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This press release includes certain “forward-looking information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical fact, included herein are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements.

Non-GAAP Financial Measures

Non-GAAP financial measure - Adjusted EBITDA

The following table reconciles net earnings or losses to Adjusted EBITDA based on the consolidated financial statements of the Company for the periods indicated.

(US dollars in thousands - unaudited)	3 months ended June 30, 2022			3 months ended June 30, 2021			6 months ended June 30, 2022			6 months ended June 30, 2021
Net (loss) income		(3,789	)		(344	)		(6,675	)		1,257
Add back
Stock based compensation		166			259			463			384
Interest		599			51			1,186			177
Gain on modification of debt		(803	)		—			(803	)		—
Foreign exchange loss (gain)		1,572			42			784			58
Amortization		779			202			1,482			398
Income tax		209			—			209			—
Loss on disposal of property and equipment		18			—			18			—
Adjusted EBITDA		(1,249	)		210			(3,336	)		2,274

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of Financial Position
(Unaudited, In thousands of US Dollars)

	Note		June 30, 2022			December 31, 2021
			$			$

Current Assets
Cash and cash equivalents				9,357			4,402
Trade and other receivables				2,963			2,810
Inventory		4		8,206			9,416
Prepaids and deposits				4,398			4,178

				24,924			20,806
Long-term Assets
Intangible assets		5		20,375			22,353
Property, plant, and equipment		6		20,463			10,834

				65,762			53,993

Current Liabilities
Accounts payable and accrued liabilities				7,261			2,915
Credit facility		7		658			—
Deferred revenue				2,070			3,193
Current portion of provision for warranty cost		8		1,703			1,414
Current debt facilities				—			7,143
Deferred consideration				4,526			4,602
Current portion of other long-term liabilities		9		456			134

				16,674			19,401

Long-term Liabilities
Other long-term liabilities		9		8,137			92
Provision for warranty cost		8		212			255

				25,023			19,748

Shareholders' Equity
Share capital		10		69,858			58,055
Contributed surplus		10		7,071			6,035
Accumulated other comprehensive (loss) income				179			(151	)
Deficit				(36,369	)		(29,694	)

				40,739			34,245

				65,762			53,993

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of (Loss) Income
(Unaudited, In thousands of US dollars, except for per share amounts)

			For the three			For the three			For the six			For the six
			months			months			months			months
			ended June 30,			ended June 30,			ended June 30,			ended June 30,
	Note		2022			2021			2022			2021
			$			$			$			$
						(Restated,						(Restated,
						Notes 3 and 16)						Notes 3 and 16)
Revenue
Bus sales		13		10,117			14,409			11,819			34,869
Other		13		1,625			1,109			3,106			2,185
				11,742			15,518			14,925			37,054

Cost of sales		4		(10,718	)		(13,802	)		(13,691	)		(31,926	)

Gross profit				1,024			1,716			1,234			5,128

Expenses
Sales and administration				2,371			1,570			4,751			2,980
Stock-based compensation		10		166			259			463			384
Amortization				699			138			1,319			272
Interest and finance costs		7,9		599			51			1,186			177
Gain on modification of debt		9		(803	)		—			(803	)		—
Foreign exchange loss				1,572			42			784			58

				4,604			2,060			7,700			3,871

(Loss) income before taxes				(3,580	)		(344	)		(6,466	)		1,257

Current income tax expense				209			—			209			—

Net (loss) income				(3,789	)		(344	)		(6,675	)		1,257

Loss per share
Basic				(0.10	)		(0.01	)		(0.18	)		0.04
Diluted				(0.10	)		(0.01	)		(0.18	)		0.04

Weighted average number of common shares outstanding
Basic⁽¹⁾				37,569,536			29,533,518			37,569,536			29,317,831
Diluted⁽¹⁾				37,569,536			29,533,518			37,569,536			33,886,969

⁽¹⁾

Basic and diluted earnings (loss) per share have been retrospectively adjusted to give effect to the 3 to 1 share consolidation effective March 29, 2021.

Vicinity Motor Corp.
Interim Condensed Consolidated Statements of Cash Flows
(Unaudited, In thousands of US dollars)

			Six months ended			Six months ended
	Note		June 30, 2022			June 30, 2021
						(Restated, Note 3)
OPERATING ACTIVITIES			$			$

Net (loss) income for the year				(6,675	)		1,257
Items not involving cash:
Loss on disposal of property and equipment				18			—
Gain on modification of debt		9		(803	)		—
Amortization				1,482			398
Foreign exchange (gain) loss				(78	)		60
Interest and finance costs		7,9		1,186			177
Stock-based compensation		10		463			384
				(4,407	)		2,276
Changes in non-cash items:
Trade and other receivables				660			1,191
Inventory		4		1,036			15,821
Prepaids and deposits				(298	)		(753	)
Accounts payable and accrued liabilities				4,607			(7,147	)
Deferred consideration				(76	)		—
Deferred revenue				(1,054	)		(498	)
Warranty provision		8		255			1,209
Taxes paid				(209	)		—
Interest paid				(339	)		(139	)
Cash provided in operating activities				175			11,960

INVESTING ACTIVITIES

Purchase of intangible assets		5		(328	)		(1,518	)
Proceeds from government subsidy		5		817			—
Purchase of property and equipment		6		(8,225	)		(2,981	)
Proceeds on disposal of property and equipment		6		247			—
Cash used in investing activities				(7,489	)		(4,499	)

FINANCING ACTIVITIES

Proceeds from issuance of common shares		10		13,063			6,495
Share issuance costs		10		(1,131	)		—
(Repayments) proceeds of credit facility		7		659			(4,624	)
Repayment of short-term loans		9		—			(2,038	)
Repayment of long-term loans		9		(186	)		(100	)
Cash provided by financing activities				12,405			(267	)
Effect of foreign exchange rate on cash				(136	)		35
Increase in cash and cash equivalents				4,955			7,229
Cash and cash equivalents, beginning				4,402			1,008
Cash and cash equivalents, ending				9,357			8,237

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