Form 8-K/A AZIO AI HOLDINGS, INC. For: Jul 02

Form 8-K/A date of report 07-02-26 true 0001563568 0001563568 2026-07-02 2026-07-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 2, 2026

 

AZIO AI HOLDINGS, INC.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

(State or Other Jurisdiction of Incorporation)

 

 

(870) 970-3355

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Explanatory Note

 

On July 6, 2026, Azio AI Holdings, Inc., a Delaware corporation formerly known as Envirotech Vehicles, Inc. (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission (the “SEC”) announcing the consummation of the acquisition of Azio AI Corporation, a Delaware corporation (“Legacy Azio AI”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of July 2, 2026, by and among the Company, Legacy Azio AI, EV-AZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Azio AI, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company. This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Original Report to provide the historical financial statements of Legacy Azio AI and the pro forma financial information required by Item 9.01 of Form 8-K that were omitted from the Original Report as permitted by Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K.

 

Item 9.01         Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

 

The audited balance sheet of Legacy Azio AI as of December 31, 2025, the related audited statements of operations, changes in shareholders’ deficit and cash flows of Legacy Azio AI for the period from October 7, 2025 (inception) to December 31, 2025, the related notes thereto and the related Report of Independent Registered Public Accounting Firm of TAAD, LLP, are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.

 

The unaudited condensed balance sheet of Legacy Azio AI as of June 30, 2026, the related unaudited condensed statements of operations, changes in shareholders’ deficit and cash flows of Legacy Azio AI for the six months ended June 30, 2026, and the related notes thereto, are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2026, and the unaudited pro forma condensed consolidated statements of operations of the Company for the six months ended June 30, 2026, and the year ended December 31, 2025, are filed as Exhibit 99.3 to this Amendment and are incorporated herein by reference.

 

(d) Exhibits.

 

 

 

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 hereunto duly authorized.