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Get filing alertsEnvirotech Vehicles to acquire Azio AI for 100M shares, rebrand as Azio AI Holdings
Filed May 20, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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EVTV will issue 100 million shares to acquire Azio AI Corporation, representing massive dilution to existing shareholders. The company will rebrand as Azio AI Holdings, marking a complete pivot from electric vehicles to artificial intelligence.
Item 1.01: Merger Agreement verify on EDGAR → -
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Entire executive team and nearly all directors will be replaced at closing with Azio AI designees, including new CEO Chris Young. Only one current board member will remain on the expanded seven-person board.
Item 1.01: Management Changes verify on EDGAR → -
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Transaction constitutes a change of control requiring shareholder approval. Azio AI will effectively control board composition through two direct designees plus four jointly agreed members.
Item 5.01: Change in Control verify on EDGAR → -
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Current executives locked in $2M in guaranteed retention payments ($500K each in 2026 and 2027) plus 1.5M shares each upon change of control, regardless of whether they remain with the company.
Item 5.02: Compensation verify on EDGAR → -
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Company already delivered $500,000 cash deposit to Azio AI prior to signing. Transaction requires SEC registration statement and stockholder vote to close.
Item 8.01: Press Release verify on EDGAR →
Summary
Envirotech Vehicles announced a transformative merger that will fundamentally change the company's identity and ownership structure. The electric vehicle company will acquire Azio AI Corporation for 100 million newly issued shares—representing enormous dilution—and rebrand as Azio AI Holdings. This is effectively a reverse merger where Azio AI is taking control of the publicly traded EVTV shell.
The transaction includes a complete management overhaul, with all current executives being replaced by an Azio AI team led by new CEO Chris Young. The board will expand to seven members, with Azio AI controlling composition through direct designees and jointly agreed appointments.
Notably, current executives secured lucrative exit packages: $2 million in guaranteed payments split between the President/CFO and COO, plus 1.5 million shares each upon the change of control, payable even if they don't stay. Retail investors should scrutinize the forthcoming proxy statement for details on Azio AI's business model, financials, and management track record. The key question: is this AI company worth the massive dilution and complete strategic pivot? Watch for the SEC registration filing and pay close attention to any disclosed revenue, customer base, or technology validation for Azio AI before the shareholder vote.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 19, 2026, Envirotech Vehicles, Inc., a Delaware corporation ("EVTV" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among (i) the Company, (ii) Azio AI Corporation, a Delaware corporation ("Azio AI"), and (iii) EV-AZ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Azio AI (the "Merger"), with Azio AI continuing as the surviving corporation and a wholly owned subsidiary of the Company
EVTV signed a definitive merger agreement to acquire Azio AI Corporation through a subsidiary merger structure. Azio AI will become a wholly owned subsidiary of EVTV upon closing. The transaction represents a significant strategic shift for EVTV, an electric vehicle company, into AI technology.
Added in current filing · verify on EDGAR →
At the effective time of the Merger (the "Effective Time"), each share of Azio AI common stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury or held by Azio AI or Merger Sub and shares for which appraisal rights are properly demanded and perfected in accordance with the Delaware General Corporation Law) will be converted into the right to receive a pro rata portion of an aggregate of 100,000,000 shares of EVTV common stock (the "Merger Consideration").
EVTV will issue 100,000,000 shares of its common stock to Azio AI shareholders as consideration for the merger. This represents substantial dilution to existing EVTV shareholders. Additionally, EVTV already delivered a $500,000 cash deposit to Azio AI prior to signing the merger agreement.
Added in current filing · verify on EDGAR →
The Merger Agreement further contemplates that, effective as of the Effective Time, the following individuals will be appointed to serve as officers of the Company: Chris Young as Chief Executive Officer, Simon Yu as Chief Operations Officer, Jason Maddox as Chief Financial Officer, Elgin Tracy as President of Energy, David Shiue as Chief Business Development Officer, Gary Chen as Chief Product Officer, and Jenny Yang as Chief Administrative Officer.
The entire executive team will be replaced at closing with seven new officers from or designated by Azio AI. This includes new CEO, CFO, and COO positions. The merger agreement also requires current directors and officers who will not continue to resign effective at closing, indicating a complete management turnover.
Added in current filing · verify on EDGAR →
Prior to the Closing, the Company's board of directors (the "Board") is required to take all actions necessary to, effective as of the Effective Time, expand the Board to seven directors to be comprised of two persons designated by Azio AI, one person designated by the Board, and four persons jointly agreed upon by Azio AI and the Company, who satisfy all applicable independence requirements of the Nasdaq Stock Market (“Nasdaq”) and the U.S. Securities and Exchange Commission (the “SEC”).
The board will expand to seven directors at closing, with Azio AI effectively controlling board composition through two direct designees plus four jointly agreed members. Only one current board designee will remain, representing a near-complete board turnover.
Added in current filing · verify on EDGAR →
approval and adoption of an amended and restated certificate of incorporation of the Company to, among other things, change the Company's name from "Envirotech Vehicles, Inc." to "Azio AI Holdings, Inc." and make such other changes as described in the form of amended and restated certificate of incorporation attached to the Merger Agreement.
EVTV will change its corporate name to Azio AI Holdings, Inc. upon shareholder approval. This name change, combined with the complete management turnover and 100 million share issuance, effectively transforms EVTV from an electric vehicle company into an AI-focused entity controlled by the Azio AI stakeholders.
Event · Item 5.01 — Changes in Control of Registrant
Change in control of registrant disclosed, with details incorporated by reference from Item 1.01 (not provided in this excerpt).
Added in current filing · verify on EDGAR →
Item 5.01. Change in Control of Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 5.01.
The company disclosed a change in control of the registrant under Item 5.01. This typically indicates a transaction where a new party has acquired controlling ownership or voting power. The specific details are referenced in Item 1.01, which is not included in the provided excerpt.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
EVTV formalized executive compensation agreements with $500K annual base pay, guaranteed car allowances, and change-in-control equity grants.
Added in current filing · verify on EDGAR →
On May 19, 2026, the Company entered into a Services Agreement (the "Shell Castle Agreement") with Shell Castle LLC, a Puerto Rico limited liability company ("Shell Castle") that is wholly owned by Jason Maddox, the Company’s President and Interim Chief Financial Officer, pursuant to which Shell Castle will provide executive management services to the Company through a designated principal (initially Mr. Maddox), who will serve as President and Interim Chief Financial Officer of the Company, or such other positions as may be mutually agreed upon and approved by the Board. On May 19, 2026, the Company also entered into a Services Agreement (the "Met Agreement" and, together with the Shell Castle Agreement, each a “Service Agreement” and, collectively, the “Service Agreements”) with Met Consulting LLC, a Puerto Rico limited liability company ("Met" and, together with Shell Castle, each a “Service Provider” and, collectively, the “Service Providers”) that is wholly owned by Elgin Tracy, the Company’s Chief Operating Officer, pursuant to which Met will provide executive management services to the Company through a designated principal (initially Mr. Tracy), who will serve as Chief Operating Officer of the Company, or such other positions as may be mutually agreed upon and approved by the Board.
The company entered into services agreements with entities owned by its President/Interim CFO (Jason Maddox) and COO (Elgin Tracy), rather than direct employment contracts. Each entity will receive $500,000 annual base compensation plus benefits. This structure routes compensation through Puerto Rico LLCs owned by the executives.
Added in current filing · verify on EDGAR →
Upon a termination by the Company without "Cause" (as defined in the applicable Services Agreement) or by the Service Provider for "Good Reason" (as defined in the applicable Services Agreement), such Service Provider will be entitled to continuation of annual base compensation for a severance period of 24 months, plus a lump sum payment equal to one year’s annual base compensation, conditioned on the Service Provider’s execution (and non-revocation) of a release of claims in favor of the Company. In addition, upon a Change in Control (as defined in the Services Agreement), each Service Provider will receive a grant of 1,500,000 shares of EVTV’s common stock, subject to the approval by the Company’s shareholders of a sufficient number of shares available for issuance under the Company’s equity plan, which will immediately vest in full upon grant.
Each executive service provider receives substantial severance protection: 24 months of continued base pay plus a one-year lump sum ($1.5 million total) upon termination without cause or for good reason. Additionally, each would receive 1.5 million shares upon a change in control, subject to shareholder approval of sufficient equity plan shares.
Added in current filing · verify on EDGAR →
In addition, in recognition of the applicable Service Provider’s accomplishments on behalf of the Company, such Service Provider will receive a total of $500,000 in 2026 and $500,000 in 2027, which will not be contingent on the Service Provider’s continued service with the Company.
Each of the two service providers (President/CFO and COO) will receive guaranteed payments of $500,000 in 2026 and $500,000 in 2027, totaling $1 million per executive regardless of whether they remain with the company. This represents $2 million in unconditional payments across both executives.
Added in current filing · verify on EDGAR →
On May 19, 2026, the Company entered into an amendment (the “Amendment”) to the Employment Agreement, dated December 31, 2021 (as amended, the “Employment Agreement”), by and between the Company and Phillip W. Oldridge, the Company’s Chief Executive Officer. The Employment Agreement was amended to provide that Mr. Oldridge will receive annual base compensation of $500,000, payable in semi-monthly installments consistent with the Company’s payroll practices, subject to annual review and increase.
The CEO's employment agreement was amended to establish $500,000 annual base compensation with similar severance and change-in-control provisions as the other executives. The CEO also receives a $125,000 guaranteed payment not contingent on continued service.
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Added in current filing · verify on EDGAR →
Mr. Oldridge will also receive a monthly car allowance of $2,000, guaranteed for a period of 36 months from May 2026 regardless of any termination of the Employment Agreement (other than in the event of a material breach thereof by Mr. Oldridge), and comprehensive health benefits.
All three executives receive a $2,000 monthly car allowance guaranteed for 36 months regardless of termination (except for material breach), representing $72,000 per executive or $216,000 total in guaranteed car allowance payments.
Event · Item 8.01 — Other Events
Envirotech Vehicles announced signing of a Merger Agreement with Azio AI, subject to stockholder approval and SEC registration.
Added in current filing · verify on EDGAR →
On May 20, 2026, the Company issued a press release announcing the signing of the Merger Agreement.
Envirotech Vehicles has signed a definitive merger agreement with Azio AI. The company will file a registration statement and proxy statement with the SEC for stockholder approval. The transaction is subject to stockholder vote and regulatory requirements.
Added in current filing · verify on EDGAR →
In connection with the proposed Merger, the Company intends to file with the SEC the Registration Statement that will include a proxy statement of the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed Merger.
The merger requires SEC registration and stockholder proxy vote. Investors will receive detailed information about the transaction terms, parties involved, and risks through the forthcoming proxy statement/prospectus filing.
Added in current filing · verify on EDGAR →
the failure to obtain EVTV stockholder approval
The merger cannot close without approval from Envirotech Vehicles stockholders. This is identified as a key risk factor that could prevent the transaction from completing.
Event · Item 9.01 — Financial Statements and Exhibits
Envirotech Vehicles disclosed a merger agreement with Azio AI Corporation and entered into consulting services agreements.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, dated May 19, 2026, by and among Envirotech Vehicles, Inc., Azio AI Corporation, and EV-AZ Merger Sub, Inc.
Envirotech Vehicles entered into a definitive merger agreement with Azio AI Corporation using a merger subsidiary structure. This represents a potential change of control or business combination transaction. The specific terms, consideration, and conditions are not disclosed in the 8-K body itself, as schedules were omitted under Regulation S-K.
Added in current filing · verify on EDGAR →
Amendment to Employment Agreement, dated May 19, 2026, by and between Envirotech Vehicles, Inc. and Phillip W. Oldridge.
The company amended the employment agreement with CEO Phillip W. Oldridge. The specific changes to compensation, term, duties, or other material terms are not disclosed in the 8-K body. This amendment occurred on the same date as the merger agreement, suggesting potential connection to the transaction.
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Added in current filing · verify on EDGAR →
Services Agreement, dated May 19, 2026, by and between Envirotech Vehicles, Inc. and Shell Castle LLC.
The company entered into a services agreement with Shell Castle LLC. The nature, scope, and financial terms of the services are not disclosed in the 8-K body.
Added in current filing · verify on EDGAR →
Services Agreement, dated May 19, 2026, by and between Envirotech Vehicles, Inc. and Met Consulting LLC.
The company entered into a services agreement with Met Consulting LLC. The nature, scope, and financial terms of the services are not disclosed in the 8-K body.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 25, 2026 · How we verify