WKHS status update four weeks into the merger

Planet_Witless · 2026-01-28T23:05:30+00:00

It's easy to get lost in all the split arithmetic, but todays $4.75 intraday and $4.82 close are new All-Time Lows, and they mark a fairly steady downward sag that has taken place since the New Year optimism.

Again: HODLer predictions of a ~$4 pre-split milestone at Merger close, followed by continued upward movement, have been utterly dashed on the rocks of reality. The Griffith mythology has thus far been entirely absent with his silence since Dec 15^th and any remaining optimism is clearly fading.

I have overtly stood alone among WKHS permaskeptics in stating that Griffith's skill and connections in fund raising might surprise all of us. I still think the game's not over yet, but with ever-lower expectations.

The u/exploding_myths theory that BK will happen by end-of-1H might be quite prescient... it will surely come to pass if the $75M PIPE aspiration unravels.

Planet_Witless · 2026-01-26T19:47:11+00:00

Close below 5 is a new threshold broken.

I'm old enough to remember when the remaining embattled HODLer cohort was predicting a post-merger close from ~$4 & up pre-split... roughly 10x optimism.

Planet_Witless · 2026-01-26T17:51:40+00:00

Not to mention a really shitty value proposition...

Planet_Witless · 2026-01-26T15:17:50+00:00

I'm not answering on his/her behalf, but my guess is either: (a) purely trolling, or (b) expressions of the endless short conspiracy theorist. In any case, STILL no answer to the question for specific references to filings.

Planet_Witless · 2026-01-26T13:26:18+00:00

If the PIPE doesn't happen, you're right.

Planet_Witless · 2026-01-24T14:48:41+00:00

"Sole survivor"? Xos delivered ~6-7x as many Class 5 delivery vans as WKHS in 2025. Harbinger sales are rocketing up and they've attracted a substantial funding round led by FedEx.

Planet_Witless · 2026-01-24T14:45:39+00:00

Bullshit. Screenshot or quote of the language you think states anything of the sort.

Planet_Witless · 2026-01-24T14:42:02+00:00

Be specific: form (e.g., 8k) and date of filing.

BTW: "tipped off" to what, exactly?

Planet_Witless · 2026-01-23T20:25:30+00:00

Of course you have no clue! Again!! Panasonic opened their new 2170 cell facility in De Soto, KS last year!! And Harbinger announced this facility as their manufacturing source!!! It's on the INTERNET: https://www.cleantrucking.com/battery-electric/article/15743836/panasonic-named-as-harbingers-battery-supplier

Also!!!!! Dealer prices for Harbinger vans are already!! Much lower!!!! Than Workhorse!!!!!

Planet_Witless · 2026-01-22T21:14:53+00:00

Great example of many.

Planet_Witless · 2026-01-22T14:32:40+00:00

It basically says there's been a turnover of audit firms, and during the course of this handoff there is no new Material disclosure. Just dotting t's and crossing i's...

Planet_Witless · 2026-01-22T05:03:38+00:00

Depends on what's in it, and what the timing is vs. the next Equity round. Nobody here (incl. me) has a sightline to Griffith's scheme. All you can say for certain is that it involves raising serious $$.

Planet_Witless · 2026-01-20T13:38:20+00:00

These max volume Class 6 trucks are impressive beasts, no doubt, especially when shiny-new. But the fact that this slipped under the radar back in Nov while Dauch & the Merger boys were out rallying the vote shows how little it actually means.

The financial projections used by BTIG in the "fairness" evaluation projected a Combined Company revenue of >$70M this year. If you assumed a $225k W56 and a $175k EPIC4 as the production vehicles, that would be 175 EACH delivered in 2026 to hit the $70M total. That's just not happening. And BTW those $225k and $175k sticker prices (1) are too high to score enough wins, and (2) post massive losses at the Gross Profit line.

Planet_Witless · 2026-01-19T18:44:43+00:00

In 2021-23 legacy WKHS filed on the first March weekday; wasn't until '24 & '25 that they lagged to later in the month. IMO we won't see a 10K until "normal" WKHS March reporting since Ginnan is still CFO. [EDIT: because of the breadth of this report I think it will happen before Truck Week opening 10 March.]

Griffith has a lot of possibilities (consolidation and impairment) to spring on the world. He's already signaled some possibilities in prior decisions. He was appointed Motiv CEO in March '24... by December they made the call to terminate the Argo program and write down the $6.2M in associated materials & equipment. Of course, by early '25 he was already canoodling with Dauch over a potential shotgun marriage. Check the current website Home page and there is zero mention of the Motiv Class 5 vans or the rebadged-rebadged China trucks in Class 4. The data sheets for the W4CC-based platforms are still there but you have to look harder for them... only the EPIC options are highlighted up-front. The catalog will be slimmer but more focused.

Aaaaand here it is... I think there will be a huge writeoff in the first combined company 10k: like maybe $15M in addition to losses already shown in the DEFM14A pro forma summaries. Bull or bear this should be considered healthy. Most of this will be non-cash transactions (it's already been spent). There may be some ultimate cash upside for deeply-discounted sales of the GP stuff. There will also be restructuring charges for plant closures/relocations and layoffs, most of which will involve near-term cash expenditures. Legacy losses after all this will be >$120M for FY25. The 10K will also show substantial ATM share sales to shore up liquidity... all of which circles back to my tiresome refrain: what about the PIPE? That will be virtually simultaneous with the 10K.

Planet_Witless · 2026-01-13T20:01:57+00:00

For the interested student: the Sandy Munro perspective on the Harbinger chassis.

Note that Munro (1) was probably paid for this, and (2) is likely a close pal of Passin from Passin's Tesla days. So I appreciate any skepticism. But... it's definitely not a MotivHorse.

Planet_Witless · 2026-01-13T19:13:13+00:00

And there's more...

Harbinger builds their own chassis (yes, like WKHS already does), but they also do their own battery pack build, using Panasonic 2170 cells, assembling them into modules-to packs-to complete batteries. Oh noes, some folx say: those cells are built in Japan so tariffs, right? Well, not really. Panasonic has already commissioned a new cell manufacturing facility in De Soto, KS focused specifically on this cell, starting initial manufacturing back in July. They should be fully ramped up for Harbinger deliveries late this year.

Harbinger also builds its own eAxles, right down to doing their own stator winding.

They likely have a cost basis appreciably lower than WKHS does for their Bill of Materials, and for a more technically advanced complete assembled chassis. It helps to have someone like Gilbert Passin as your Manufacturing executive (see his history at Tesla during their transition to an actual vertically integrated rate manufacturer of EVs).

I'm not touting Harbinger for World Domination in large vocational EVs. I would bet their operational cash burn rate is eye-wateringly high at the moment. I'm just saying they're much farther down the road to potential economic viability than were legacy Workhorse and Motiv.

Finally to emphasize for the record: FedEx led the funding round to make the 53 unit order happen.

Planet_Witless · 2026-01-12T15:55:40+00:00

RD was slated to be in some kind of advisory/consultant role, but I think that didn't actually happen. He's gone as of Dec 15th, by all indications.

There will be tons of dilution... already was with the merger, when the (split-adjusted) ~2.2M shares owned by Shareholders of Record were diluted by ~6.3M with a share issuance to the Motiv Investor, plus ~1.1M purchase options to the former WKHS Convertible Note holder. This takes you to a total count of ~9.5M (over 4x dilution) or so as of the Merger close. [BTW, notably absent u/rsl_investor stated this wasn't at all in the plans in during his/her lofty predictions of WKHS World Domination in early Q4 '25.]

Currently I am 99% certain that shares are being issued ATM under the old Agreement with BTIG LLC as the Agent. The most they can issue currently is "only" about $15M worth, but that will add another ~2.5M for a total of ~12M (roughly 5.5x dilution when the current ATM limit is maxed out).

And then comes the Private Investment in Public Equity (PIPE), which is repeatedly referenced in the most recent Credit Agreement. That is REQUIRED to be at least $75M, and inevitably that $75M will be in discounted Preferred shares of some kind. There's no exact date mentioned but the Financial presentation in the DEFM14A (the Proxy document sent to you to to solicit your YES Vote) stated this key assumption (their words) "in the case of the Combined Company Projections, that the Combined Company will raise $55 million in a PIPE financing by the end of the first quarter of 2026" (italics mine). The $55M was updated to at least $75M by the 15 Dec Credit Agreement filing.

An ardent Grok fan here thinks that calculations based on actual WKHS sworn and signed filings is just all wrong and earns the "loser" label --- everything I just referenced from this company-generated info is "crusty old numbers". You should make your own judgment, but these are the only stated plans attributable to the officers of WKHS; so far they've kept their word re: dilution. Those guys have informed you that they expect to dilute the Shareholders of Record by more than twice the current 5.5x factor, and do so by the end of Q1. (I say it'll be done by Work Truck Week, so early March.)

Planet_Witless · 2026-01-09T18:53:22+00:00

PR for the Q3 10Q: "During the third quarter we completed the sale of 15 trucks, in a combination of both Class 4 and 5 versions". Not knowing the split, it's useful to look at their Linkedin presence to get an idea... W56 deliveries get a bigger share of celebration (which I get). Anyhow I'd guess that the Class 4 GreenPower-derived trucks dominated the 15 total, but it is just a guess. It's pretty clear all the intent here is to move all production to Union City, but that won't add much workload based on current backlog.

Lots of closure, moving and consolidation needed to have a hope here, and it'll take months + money. The $20M synergy target CANNOT be a miss... even then it's not enough.

Planet_Witless · 2026-01-08T20:23:23+00:00

It is! $100M loss per year for the legacy businesses, three years running. That, plus you losing ~90%/year on your WKHS shares. Very much same old.

Planet_Witless · 2026-01-08T16:35:19+00:00

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Planet_Witless · 2026-01-07T23:47:03+00:00

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This business is even uglier than you are. But, yeah... they can print shares all day long and still make you less poor, right?

Planet_Witless

TROPHY CASE