March 6, 2024 News Release: Corporate update with Letter to Shareholders
targeting over C$200 million in revenue in 2024
mainly stepping inside the OEM approved assembly facilities while the vehicle is being built to install our patented technology
we are not acquiring a truck company; we are acquiring an EV technology company
“enabling a projected path to profitability within 12 months of closing the transaction.“
March 6, 2024 Full filing of Notice of meeting and Information Circular
March 6, 2024 Sea Specific data contained in the information circular
SEA’s principal business is the sale of its proprietary all-electric SEA-Drive power-system technology that has been developed to provide zero-emission power to urban delivery and commercial transport fleets.
SEA has released its SEA-Drive power-system in a range of medium and heavy-duty commercial vehicles including delivery trucks, garbage trucks, tipper trucks, tilt tray trucks, reefer trucks, cherry picker trucks, school buses, shuttle buses, cargo vans and passenger vans.
The SEA-Drive power-system is adaptable to most original equipment manufacturer (“OEM”) glider chassis platforms from Class 3 to Class 8 (3.5 tonnes to 29 tonnes)
SEA has sold a small number of products with the SEA-Drive power-system in Canada, Thailand, Indonesia, India and South Africa to test market acceptance.
In fiscal year ended June 30, 2023, and fiscal year ended June 30, 2022, revenue at SEA was $17.1 million and $6.9 million, respectively. In fiscal 2023, the U.S. became the largest source of revenue for SEA, accounting for approximately 60% of sales on a dollar basis and 64% of units sold.
SEA has deployed almost 400 battery-electric vehicles to date
Versions of the SEA-Drive power-systems that are presently provided in the U.S. are suitable for Class 5, Class 6 and Class 7 vehicles.
Variations and Configurations
SEA-Drive® power-system:
The SEA-Drive® power-system is designed to support a wide range of vehicle weights and usage requirements through the combination of different battery capacities and motor sizes. The system uses a common suite of software, which have been designed and patented by SEA, along with other components.
Key differentiators that contribute to the efficiency, performance, and cost of the power-system:
software centrally controls all the key electrical components to better calibrate draw of power;
the power output of the batteries is managed by the vehicle controller to eliminate the need of liquid thermal management;
ability to mix battery capacity and motor size to better optimize performance and cost;
mid-mounted batteries for improved safety;
technical teams that are experienced with needs of the customer and have developed significant skills with efficiently integrating the SEA-Drive® power-system with multiple vehicle types and usage requirements;
on-board charging that supports both Alternating Current (“AC”) and Direct Current (“DC”) charging.
SEA-Drive® 70-7 Power System
features maximum power and torque ratings of 134kW and 700Nm;
used in the SEA 300-45 EV model
is capable of 10,000lbs gross vehicle mass and being driven on a car license.
SEA-Drive® 120a Power System
commonly used with Class 3 to 5 vehicles with Gross Vehicle Weight Rating (“GVWR”) of up to 19,500lbs
Key features of the system include a 138 kW battery pack which delivers a range of up to 140 miles at 50% load and 1500Nm motor
The system is suitable to a wide range of bodies and applications such as dry box freight, refrigeration, dump truck, tray truck, and small garbage truck.
SEA-Drive® 120b Power System
includes a battery pack of 138 kWh and a motor of 3500Nm
can be used with Class 5 through 7 vehicles (GVWR of up to 33,000lbs)
Range of up to 130 miles to 150 miles (unladen)
is suitable for step vans, Class 6/7 commercial vehicles and school buses.
SEA-Drive® 180a Power System
No specific information on the 180a was included in the table included in the information circular. The following is from EXRO’s website post-merger and included here for convenience:
delivers 250kW peak power and 2,500Nm peak torque
engineered for Class 6 to 8 vehicles
Equipped with a 220kWh battery pack for a range of up to 260 km (160 miles)
SEA-Drive® 180b Power System
includes battery pack of 220 kWh and motor of 3500Nm
can be used with Class 6/7 (GVWR of up to 33,000lbs)
delivers a class-leading range of up to 130-150 miles (unladen)
is suitable for step vans, Class 7 commercial vehicles, school bus and garbage trucks.
SEA-Drive® 100 Power System
includes a battery pack of 100kWh
motors are either 1000Nm or 1500Nm
used in the SEA-85 EV model
SEA-Drive® 250 Power System
currently in the prototype assembly phase of development
includes battery pack of 220kWh and motor of 6200Nm
is suitable for use with either 4×2 or 6.2 axle configurations with a gross vehicle mass range up to 50,000lbs
is suitable for applications such as freight services, refrigerated food, elevated work platform, and refuse trucks
The major components (battery, motor, charger) are imported from China while other components are sourced in the U.S. or Australia
Near term sales potential for SEA is predominantly in the U.S. where there is significant federal and state support for zero-emission vehicles and SEA has received series production contracts from Mack and Hino
In 2020, Hino Australia (a Toyota Company) and SEA agreed to a business arrangement whereby Hino would provide gliders (i.e., chassis/cab trucks without a powertrain) to SEA to be upfitted with the SEA-Drive® power-system. The finished vehicles are badged as SEA and distributed through Hino dealers and to certain direct customers in Australia and New Zealand.
SEA entered the U.S. market in 2019 and commenced working with Hino U.S. to upfit the SEADrive® power-system to Class 5 Hino chassis/cab trucks for distribution as SEA-badged vehicles. In addition, SEA converted small numbers of other OEM trucks to zero-emission and several step vans (including units for UPS and other delivery companies).
In 2021, SEA was one of 16 companies invited by Mack U.S. to participate in a market test designed to select an exclusive partner to provide zero-emission power systems for Mack Class 6 and 7 trucks. SEA was selected following significant testing (including an equivalent 550,000-mile durability test).
In 2022, SEA was selected by Hino U.S. as a partner in their Project Z to become their supplier of zero-emission power-systems for their Class 4 through 7 trucks
In late 2023, Mack and SEA commenced a five-year supply agreement to provide zero-emission Mack Class 6 and 7 trucks, branded as Mack and distributed through the Mack Dealer Network in the U.S.
SEA is working with Midwest Transit Equipment, a major U.S. school bus contractor, to convert buses from ICE to zero-emission power systems.
In the Association of Southeast Asian Nations (“ASEAN”), SEA is working with Hino to supply zero-emission trucks for ASEAN countries.
In Australia, SEA has a license agreement with a mining supply company (“MEVCO”) to support them with zero-emission conversions for vehicles used in the mining industry in Australia.
Additionally, SEA has a contract with a major airplane refueling operator for zero-emission airplane refuelers.
During 2024, SEA intends to work with both Hino and Mack to supply against the contracts and expanded business
Sales: [Through OEM] SEA sells the power-system directly to the OEM and oversees assembly of the power-system into the OEM product. The OEM distributes the finished vehicle through its dealer network (2024 process with Mack in the U.S).
Sales: [Direct to Customers] SEA currently sells and assembles power-systems into customer-owned school buses in the U.S. and to various fleets in Australia.
Sales: [to Hino dealers in Australia and the U.S.]: Various Hino models badged as SEA and equipped with SEA power-systems are sold through Hino dealers in Australia and the U.S. It is possible that this sales model and the first sales model referenced above will be replaced by direct to OEM sales in the future.
Sales: [License agreement in Australia]: Allows MEVCO to convert vehicles for mining applications to zero-emission vehicles (“ZEV”)
The majority of SEA’s R&D is conducted internally with approximately 50% of SEA’s 22 engineers’ time devoted to R&D activities.
Recently Completed Projects: Integration of Jing-Jin Electric (JJE) motor replacing the Dana TM4;
Ongoing Projects [Time required]
Testing the Exro Coil Drive on vehicles with the SEA-Drive® power-system and collaboration with existing partners on adoption of this power-system. As of the date of this Circular, we believe this project is in its release state;
Research on range extenders and fuel cells. As of the date of this Circular, this project is finalizing its statement of work. We believe at least 2,000 hours of additional development are required for this project to be completed;
Battery research on evolving technologies and new manufacturing entrants in the U.S. and Canadian markets. As of the date of this Circular, this project is finalizing its statement of work. We believe at least 1,000 hours of additional engineering work is required for this project to be completed;
Telematics innovation. As of the date of this Circular, this project is finalizing its statement of work. We believe at least 3,000 hours of additional development are required for this project to be completed
Development of SD250 for Class 8. As of the date of this Circular, this project is in the prototype assembly phase. We believe at least 3,000 hours of additional development are required for this project to be completed
Continuing development of ZEV airplane re-fueller in Australia and other markets. As of the date of this Circular, this project is in the phase of continuous development to support additional customer needs and introduction in other markets, including South America and the Middle East;
Continuing development of ZEV mining vehicles (including additional vehicle types). As of the date of this Circular, this project has completed initial prototype of two-wheel and four-wheel drive vehicles for testing generally and for testing compatibility with additional types of vehicles;
Development of the SEA-Drive® 430 with hydrogen fuel cell capability. As of the date of this Circular, this project is developing its statement of work;
Continuing work with Toyota on the Innova ZEV vehicle in Indonesia. As of the date of this Circular, this project is undergoing weekly engineering reviews with Toyota and is testing the support available for these types of vehicles in the Indonesian market;
Development of Hino ZEV for Thailand. As of the date of this Circular, this project has completed development of an initial prototype for testing in Thailand. The second prototype is due to be assembled at the Hino facility in Thailand.
Core software which manages the SEA-Drive® power-system is patented with 20 claims. The patents are approved in 14 jurisdictions, including Australia, New Zealand, U.S.A., Canada, Mexico, Brazil, Japan, China, European Union (including the U.K.), Russia, Singapore, South Africa, India and others.
SEA has registered trademarks for key components, including the SEA-Drive® power-system
SEA does not expect the expiration of any of its patents to have a material effect on its revenue.
As of December 31, 2023, SEA employed approximately 130 employees with headcount split approximately equally between Australia and the U.S. Almost 60% of employees are in Operations, which is made up of R&D, Assembly and Supply Chain. Another 20% of employees are in Marketing, Sales and Service. The remaining employees are in IT, Administration and Corporate Management. About 70% of SEA employees work in three centers (Dandenong in Australia, Grimes in Iowa, and Torrance in California) and approximately of 12% our employees work remotely.
SEA has developed specialized skills and knowledge to support all of the elements that provide a competitive advantage, including intellectual property and proprietary design of both powertrain and software control systems. These are tailored specifically to the needs of the medium-duty market, eliminating the need for liquid cooling
SEA’s executive offices are in Torrance, California.
SEA also leases a facility in Grimes, Iowa where design, engineering and some assembly operations are performed.
SEA leases two buildings that house all the functions performed by SEA operations in Australia and one small office in New Zealand.
March 6, 2024 SEA compensation information (pre-merger)
March 6, 2024 SEA identified Risk Factors (pre-merger)
Risk Factor 1
Risk Factor 2
Risk Factor 3
Risk Factor 4
SEA Financial Information (pre-merger)
March 6, 2024 SEA 3 and 6 month MD&A thru Dec 31, 2023
Financial detail 1
Financial detail 2
Financial detail 3
Financial detail 4
March 6, 2024 SEA 3 and 6 month Financial Statements thru Dec 31, 2023
March 6, 2024 SEA Annual Financial Statement thru June 30, 2023
Financial detail 1
Financial detail 2
Financial detail 3
March 6, 2024 Amended and restated short form prospectus for Subscription receipts
March 13, 2024 News Release Announcing Filing of Information Circular
The Transaction will result in a fully integrated next generation electric propulsion technology company and will:
Combine Exro’s Coil Driver motor control technology with SEA Electric’s SEA-Drive vehicle control unit (VCU) software technology to deliver superior performance, efficiency, and total cost of ownership advantages embedded in a complete package electric propulsion system for the commercial vehicle space.
Following the closing of the Transaction, Exro is preparing to deliver over 1,000 propulsion systems in 2024 to blue-chip OEMs, targeting combined company annual revenues of over C$200 million
The Transaction is expected to provide meaningful benefits to Exro and its shareholders, including but not limited to:
Technology Synergies. The Transaction marks a significant leap forward in electrification technology. The Company following the Transaction (the “Combined Company”) will offer comprehensive end-to-end electrification solutions that encompass full propulsion systems equipped with patented vehicle control and motor control technologies. This union enriches the Company’s offering with a robust IP portfolio of over 60 patent and patent applications, supporting Exro’s position at the forefront of innovation in the electrification transition
Operational Synergies. The Transaction will tap into a wealth of operational synergies. This strategic partnership blends Exro and SEA Electric’s industrial expertise with a shared network of key product partnerships, catalyzing innovation in energy efficiency
Shareholder Value Creation. The Transaction is a strategic move designed to maximize shareholder value through several key avenues:
anticipated increase in revenue and a decrease in cost base, thanks to operational efficiencies and combined expertise,
broadened intellectual portfolio that will enable Exro to commercialize new technologies more efficiently
stronger financial performance, enhanced marketing position and a solid position for long-term growth, and
accelerated path to profitability.
March 27, 2024 News Release Announcing Favorable recommendation from proxy advisory firms
“We are steadily ramping our output and expect deliveries of over 250 propulsion systems within the first six months post-close and more than 1,000 systems in the 12 months post-close.
The Company remains committed to delivering over 250 propulsion systems during the first six months post-close and is executing a plan to achieve cash flow positive by Q2 2025.
May 29, 2024 Slide Deck provided by Jeff O’Dowd to investor via email on August 13, 2024 just prior to Q2 Earnings call [Note: this is a PowerPoint file and will download when clicked]
