true 2024 FY 0001722969

 0001722969

 2024-01-01
 2024-12-31

 0001722969

 2024-06-28

 0001722969

 us-gaap: CommonClassAMember

 2025-03-13

 0001722969

 us-gaap: CommonClassBMember

 2025-03-13

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to

 Commission file number 1-41509

 Nxu, Inc.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 92-2819012

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification No.)

 1828 N. Higley Rd. Ste 116

 Mesa, AZ 85205

 (Address of principal executive offices) (Zip Code)

 Registrant's telephone number, including area code ( 760) 515-1133

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

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Class A Common Stock, par value $0.0001 per share

 NXU

 NASDAQ

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer x

 Smaller reporting company x

 Emerging growth company x

 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.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by registered public accounting firm that prepared or issued
its audit report. Yes No

 If securities are registered pursuant to
Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those
error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act) Yes No

 As of June 28, 2024, the last business day
of the registrant's most recently completed second fiscal quarter, the aggregate market value of the Class A common stock, par value $0.0001, of the registrant
held by non-affiliates was $ 4.4 million based on the closing price of the common stock
of $0.3678 as quoted on the NASDAQ on such date.

 As of March
13, 2025, there were 43,970,763 and 279,504 shares of the Registrant's Class
A common stock and Class B common stock, par value $0.0001 per share, outstanding, respectively.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (this "Amendment")
amends the Annual Report on Form 10-K of Nxu, Inc. (the "Company," "Nxu," "we," "us"
or "our") for the year ended December 31, 2024, originally filed with the U.S. Securities and Exchange Commission (the "SEC")
on March 17, 2025 (the "Original Filing").

 This Amendment is being filed for the purpose of:

 providing
 the information omitted from Items 10 through 15 of Part III of the Original Filing in reliance
 on General Instruction G(3) to Form 10-K;

 deleting reference
 on the cover of the Original Filing to the incorporation by reference of portions of our
 definitive proxy statement for the 2025 annual meeting of stockholders into Part III of the
 Original Filing; and

 file new certifications
 of our principal executive officer and principal financial and accounting officer under Section
 302 of the Sarbanes-Oxley Act of 2002, pursuant to Rule 12b-15 under the Exchange
 Act, as exhibits to this Amendment under Item 15 of Part IV hereof. Because no financial
 statements have been included in this Amendment and this Amendment does not contain or amend
 any disclosure with respect to Items 307 and 308 of Regulation S-K,
 paragraphs 3, 4 and 5 of such certifications have been omitted. We are not including the
 certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements
 are being filed with this Amendment.

 Except as described above, no other changes have been made
to the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and the Company has not modified or
updated the disclosures contained therein to reflect any events that may have occurred subsequent to the date of the Original Filing.
The disclosures contained in the Original Filing are provided as of the date of such disclosures. Capitalized terms not otherwise defined
in this Amendment shall have the meanings ascribed to them in the Original Filing.

 Page

 Number

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Signatures

 Item 10
 Directors,
 Executive Officers and Corporate Governance

 The directors and executive officers of Nxu, Inc. as of March 14, 2025 include:

 Name

 Age

 Position

 Chief Executive Officer and Chairman of the Board

 Annie Pratt

 President and Director

 Sarah Wyant

 Chief Financial Officer

 Britt Ide

 Jessica Billingsley

 Erin Essenmacher

 Mark Hanchett, 44 - Mark Hanchett has served as Founder,
Director, and Chief Executive Officer since inception in 2016. Mr. Hanchett has over ten years of product development experience
with 16 successful electromechanical and software product launches that have already created significant change in the world. Mr. Hanchett
brings a passion for solving hard problems in product strategy, design, manufacturing, and business operations, while continuously driving
a focus on the best possible customer experience. Before starting Nxu, Mr. Hanchett was a director at Axon Enterprise, Inc. ("Axon")
(NASDAQ: AXON) from 2012 to 2017, leading teams in the development of innovative hardware and software products for law enforcement.
From 2007 to 2012, he served as a senior mechanical engineer and project manager leading cross-functional teams through design and development
of innovative conductive electrical weapons at Axon.

 Annie Pratt, 33 - Annie Pratt joined the Company
as Chief of Staff in 2019 and has served as the Company's President since April 2020, where she has run marketing, sales,
finance, people operations, and legal functions. Ms. Pratt is a creative problem solver with a background in product management,
design, and business. After studying Product Design at Stanford's design school, she kicked off her career as a Product Manager
at Axon from 2014-2016, launching in-car video solutions for law enforcement. From 2016-2019, Ms. Pratt served as the Director of
Consumer Products at Axon, where she built an independent business unit on its own P&L with dedicated sales, customer service, marketing,
product development, manufacturing, and quality functions. That Consumer Products business unit had doubled both revenue and profit in
three years under her leadership.

 Sarah Wyant, 40 - Sarah Wyant joined the Company
in May 2023 and is currently the Company's Chief Financial Officer. She was appointed as the Company's Interim Chief Financial
Officer in December 2023 and previously served as the Company's Vice President of Finance since joining the Company. Prior
to joining the Company, Ms. Wyant served as Associate Director of Financial Planning & Analysis of Carvana Co. from January 2021
to November 2022, after having served as its Head of Corporate Accounting from May 2016 to January 2021.

 Britt Ide, 53 - Britt Ide has been a member of the
Board of Directors (the "Board" or "Board of Directors") of the Company since 2021 and brings a deep background
and many connections to help Nxu grow. She is an experienced private and public board director (e.g., Nasdaq: NorthWestern Energy 2017-Present,
CleanTech Acquisition Corp 2021-2022, TechnoSylva 2022-present) with deep expertise in the clean energy and cleantech sectors. Ms. Ide
has served as President and Chief Executive Officer of Ide Energy & Strategy since 2010. Her degrees include BS Mechanical Engineering
from the Ohio State University, MS Environmental Engineering from Montana State University-Bozeman, and a Juris Doctor from University
of Utah. She has extensive experience in corporate governance, ESG (environmental, social, and governance), mergers and acquisitions,
and executive development. Ms. Ide was appointed by the U.S. Secretary of the Department of Energy to serve as an Ambassador
for the Clean Energy, Education, and Empowerment program. Ms. Ide's significant familiarity with the Company's industry
and business and financial expertise make her an ideal candidate to serve on our Board and serve as a member of the Board's Audit
Committee.

 Jessica Billingsley, 47 - Jessica Billingsley, 47,
has served as a director on our board of directors since July of 2023. Ms. Billingsley serves as Managing Partner of MacArthur Holding
Company and as the CEO of its wholly owned FINRA licensed broker dealer, MacArthur Strategic Capital. Ms. Billingsley serves on the board
of Gryphon Digital Mining (NASDAQ:GRYP) and as its compensation committee chair and on the audit and nominating and governance committees
since the completion of its business combination with Akerna (NASDAQ:KERN) in February 2024. Ms. Billingsley served as Chief Executive
Officer and director of Akerna since its public listing in June 2019, and Chairman of the Board starting in July 2019. Ms. Billingsley
co-founded MJ Freeway, Akerna's wholly-owned subsidiary, in 2010 and served as President of MJ Freeway from 2010 to April 2018
and Chief Executive Officer since May 2018. Before Akerna, she founded and led Zoco, a technology services firm with a diverse nationwide
client base. Ms. Billingsley served on the board and as audit chair of Bhang (CSE:BHNG) from November 2020 – November 2022. She
currently serves on the private board of OARO, and as the elected Learning Officer for the Young President's Organization (YPO)
Entrepreneurship Network Board. She has served as an active mentor for multiple accelerator programs, including INC's military
entrepreneur program. Jessica Billingsley is a seasoned executive and innovator with over 25 years of experience in frontier technology.
She possesses in-depth expertise in private and public capital markets, successfully navigating complex transactions to drive growth
and business transformation. With over 25 years of experience in advanced technologies, emerging growth markets, and scaling businesses,
she brings substantial domain expertise in P&L oversight, enterprise risk management, data analytics, machine learning, cybersecurity
and data privacy, global supply chain management, and media and public relations. She holds a degree in Computer Science and Communications
from the University of Georgia and FINRA securities licenses 63, 7, 79, and 24. She has been recognized with numerous awards, including
the Titan 100 CEO, Outstanding Women in Business, Inc. Top 100 Female Founder, and Fortune's Most Promising Woman Entrepreneur.
Her thought leadership has been featured in prominent media outlets, including Business Insider, Bloomberg, CNN, Cheddar, Fortune, and
Forbes, in addition to her contributions to Entrepreneur and Rolling Stone publications. Ms. Billingsley was selected to serve on our
Board and the audit committee based on her extensive experience with technology and emerging growth companies, her capital markets expertise,
and her background as an entrepreneur.

 Erin Essenmacher, 49
- Erin Essenmacher has served as a member of the Board since January 2025. Erin Essenmacher is an accomplished board director, CEO advisor,
and C-suite executive with more than two decades of experience driving innovation, strategy, and growth across mission-driven organizations
and the corporate governance ecosystem. She currently serves on the board of Nxu, Inc. (NASDAQ: NXU), Future Directors Institute and
co-chairs the advisory board of the Athena Alliance. Previously she served on the board of EILEENFISHER, where she chaired the People
and Culture Committee and co-chaired the CEO succession planning. Erin most recently served as Interim COO at Conscious Capitalism, Inc.
from 2024 to 2025, where she helped lead a strategic turnaround, including the development of a new membership model, events strategy,
board engagement program, and revitalized chapter infrastructure. Prior to that, she was Chief Strategy and Member Experience Officer
at Athena Alliance from 2021 to 2024, where she spearheaded the launch of new revenue-generating products and partnerships, led brand
transformation efforts, and co-authored a governance playbook on ethical AI. She continues to serve as Athena's Advisory Board
Co-Chair and a key faculty member for its board readiness programs. Erin is the Founder and President of The Brigh Group, a strategy
consultancy focused on strategic growth, board effectiveness, and stakeholder engagement. Earlier in her career, she served as President
and Chief Strategy Officer at the National Association of Corporate Directors (NACD), where she was instrumental in developing the industry's
first accredited certification for board directors and helped drive a doubling of membership and a 400% increase in programmatic revenue.
A sought-after speaker and thought leader, Erin is a regular contributor to Directors & Boards Magazine, has been featured in publications
from the NYSE, Proxy Pulse and on NPR's Marketplace. She presents frequently on topics such as strategy oversight, stakeholder
capitalism, board composition and dynamics, and oversight of emerging technology. Her deep board experience spans public, private, nonprofit,
and advisory boards, with a focus on companies navigating inflection points, innovation, and growth.

 Board Committees

 Our Board has two standing committees: an audit committee
and a compensation committee. The composition and responsibilities of each committee are described below. Members will serve on these
committees until their resignation or until otherwise determined by the Board.

 Committees of the Board

 Audit Committee

 Our audit committee consists of Mses. Ide, Billingsley and
Essenmacher with Ms. Billingsley serving as chairperson, resulting in three independent directors as members of the audit committee.
Our Board has determined that the chairperson of the audit committee can read and understand financial statements and will ensure that
each member seated in the future will be able to read and understand fundamental financial statements and qualifies as an audit committee
financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of Nasdaq. Our Board has determined
that Ms. Billingsley is an audit committee financial expert as such term is defined under Item 407(d)(5) of Regulation S-K. We remain
subject to the rules of Sarbanes-Oxley and Nasdaq that require us to have an audit committee composed entirely of at least three independent
directors.

 Our audit committee assists our Board with its oversight
of the integrity of our financial statements; our compliance with legal and regulatory requirements; the qualifications, independence,
and performance of the independent registered public accounting firm; the design and implementation of our risk assessment; and risk
management. Among other things, our audit committee is responsible for reviewing and discussing with our management the adequacy and
effectiveness of our disclosure controls and procedures. The audit committee also discusses with our management and independent registered
public accounting firm the annual audit plan and scope of audit activities, scope and timing of the annual audit of our financial statements,
and the results of the audit, quarterly reviews of our financial statements and, as appropriate, initiates inquiries into certain aspects
of our financial affairs. Our audit committee is responsible for establishing and overseeing procedures for the receipt, retention, and
treatment of any complaints regarding accounting, internal accounting controls or auditing matters, as well as for the confidential and
anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee
has direct responsibility for the appointment, compensation, retention, and oversight of the work of our independent registered public
accounting firm. Our audit committee has sole authority to approve the hiring and discharging of our independent registered public accounting
firm, all audit engagement terms and fees, and all permissible non-audit engagements with the independent auditor. Our audit committee
reviews and oversees all related person transactions in accordance with our policies and procedures.

 The audit committee met four (4) times during the fiscal year ended December 31,
2024.

 A copy of the audit committee charter is available under
the "Corporate Governance" section of the Company's website at

 Compensation Committee

 Our compensation committee consists of Mses. Ide, Billingsley
and Essenmacher, with Ms. Billingsley serving as chair of the committee. The Board has determined that each of Ms. Ide,
Ms. Billingsley and Ms. Essenmacher is independent as defined by Nasdaq rules and SEC requirements relating to the independence
of compensation committee members.

 Our compensation committee charter details the principal
functions of the compensation committee, including:

 •
 overseeing the employee compensation
 policies and practices;

 •
 determining and approving the compensation
 of the chief executive officer and the other executive officers;

 •
 reviewing and approving incentive
 compensation and equity compensation policies and programs and exercising discretion in the
 administration of such programs; and

 •
 producing a report on compensation
 to be included in our annual proxy statement, as required.

 The compensation committee has the sole authority to retain
and terminate compensation consultants to assist in the evaluation of our compensation and the sole authority to approve the fees and
other retention terms of such compensation consultants. The committee may, in its discretion, delegate specific duties and responsibilities
to a subcommittee or an individual committee member, to the extent permitted by applicable law. The committee is also able to retain
independent counsel and other independent advisors to assist it in carrying out its responsibilities.

 The compensation committee met four (4) times during the
fiscal year ended December 31, 2024.

 A copy of the compensation committee charter is available
under the "Corporate Governance" section of the Company's website at

 Qualifications for Director Nominees

 The Company does not have a nominating committee. The Board
does not believe this is necessary as the nominations for director nominees are made by the independent directors of the Board. Director nominees
will be selected, or recommended for the Board's selection, by a majority of the independent directors meeting in executive session.
The independent directors may use multiple sources for identifying director candidates, including their own contacts and referrals from
other directors, members of management, the Company's advisors, and executive search firms. The independent directors will consider
director candidates recommended by stockholders and will evaluate such director candidates in the same manner in which it evaluates candidates
recommended by other sources. In making recommendations for director nominees for the annual meeting of stockholders, the independent
directors will consider any written recommendations of director candidates by stockholders received by the Secretary of the Company pursuant
to the procedures set forth in the Company's bylaws.

 The independent directors, in nominating director candidates,
will consider candidates who have a high level of personal and professional integrity, strong ethics and values and the ability to make
mature business judgments and will consider candidates' geographic background, gender, age and ethnicity, in accordance with the
director qualification standards and additional selection criteria as set forth in the Company's Corporate Governance Guidelines,
a copy of which is available under the "Corporate Governance" section of the Company's website at

 Director Candidate Recommendations by Stockholders

 The independent directors will review and evaluate any director
nominations submitted by stockholders, including reviewing the qualifications of, and making recommendations to the Board regarding,
director nominations submitted by stockholders. See "Communications with the Board of Directors" and "Stockholder Nominations"
below for additional information on how to submit a director nomination to the Board.

 Communications with the Board of Directors

 Any stockholder or other interested party who wishes to
communicate directly with the Board or any of its members may do so by writing to: Board of Directors, c/o Nxu, Inc., 1828 N. Higley
Rd. Ste 116, Mesa, AZ 85205, Attn: Corporate Secretary. The mailing envelope should clearly indicate whether the communication is intended
for the Board as a group, the non-management directors or a specific director.

 Stockholder Nominations

 The Company's bylaws (i) require any stockholder submitting
a director nomination notice to represent as to whether such stockholder intends to solicit proxies in support of director nominees other
than the Board's nominees in accordance with Rule 14a-19 under the Exchange Act, (ii) require such nominating stockholder
to provide sufficient evidence, at the Company's request, that certain requirements of Rule 14a-19 under the Exchange Act
have been satisfied, (iii) provide that the Company will disregard proxies or votes solicited for such stockholder's nominees if
such stockholder fails to comply with the requirements of Rule 14a-19 and (iv) incorporate other technical changes in light of the
universal proxy rules adopted by the SEC.

 Code of Business Ethics and Conduct Policy

 Our Board has adopted a Code of Business Ethics and Conduct
Policy applicable to the Company's directors, officers and employees in accordance with applicable securities laws and the corporate
governance rules of Nasdaq. In addition to the Code of Business Ethics and Conduct Policy, the Company's Chief Executive Officer,
Chief Financial Officer and Controller are also subject to additional provisions under the Company's Code of Ethics for Senior
Financial Officers. Copies of our Code of Business Ethics and Conduct Policy and our Code of Ethics for Senior Financial Officers are
available under the "Corporate Governance" section of the Company's website at
or in print free of charge to any stockholder who makes a request to the Company's Corporate Secretary at 1828 N. Higley Rd. Ste
116, Mesa, AZ 85205. The information on our website is not a part of this prospectus. Any amendments to or waivers of certain provisions
of our Code of Business Ethics and Conduct or our Code of Ethics for Senior Financial Officers may be made only by our Board and will
be disclosed on our corporate website promptly following the date of such amendment or waiver as required by applicable securities laws
and the corporate governance rules of Nasdaq.

 Insider Trading Policy

 The Company has adopted an insider trading policy governing
the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees. The policy is designed
to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. While the
insider trading policy does not apply to the Company directly, it is the Company's intention to follow the same guidelines and
restrictions on transactions involving our securities that apply to our directors, officers and employees. Furthermore, our insider trading
policy prohibits our directors, officers, and employees, as well as their family members and controlled entities, from engaging in hedging
transactions with respect to our securities.

 Delinquent Section 16(a) Reports

 Section 16(a)
of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of
our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. To
the Company's knowledge, based solely on the Company's review of reports filed electronically with the SEC, for the fiscal
year beginning on January 1, 2024 and ending December 31, 2024, all Section 16(a) filing requirements were satisfied on a timely
basis, except the following reports: (i) two Form 4s filed in November 2024 (each reporting one transaction) for Annie
Pratt, (ii) two Form 4s filed in December 2024 (each reporting one transaction) for Annie Pratt, (iii) one Form 4 filed
in April 2024 (reporting two transactions) for Sarah Wyant, (vi) one Form 4 filed in November 2024 (reporting one transaction) for
Sarah Wyant, (iv) one Form 4 filed in December 2024 (reporting six transactions) for Britt Ide, (v) one Form 4 filed
in December 2024 (reporting three transactions) for Jessica Billingsley, and (vi) each of Mark Hanchett's and Annie Pratt's
inadvertent failure to file a Form 4 to report the grant of RSUs on October 23, 2024 pursuant to their respective amendments to employment
agreements, as previously disclosed on the Company's Current Report on Form 8-K filed with the SEC on October 24, 2024.

 Item 11
 Executive
 Compensation

 As an emerging growth company, we have opted to comply with
the executive compensation disclosure rules applicable to "smaller reporting companies," as such term is defined in the rules
promulgated under the Securities Act of 1933, as amended. This section describes the material components of the executive compensation
program for our Chief Executive Officer and our two other most highly compensated executive officers whom are referrred to herein as
our "Named Executive Officers".

 Introduction

 For the year ended December 31, 2024, the Company's Named Executive
Officers were:

 •
 Mark Hanchett, Chief Executive Officer;

 •
 Annie Pratt, President; and

 •
 Sarah Wyant, Chief Financial Officer.

 The objective of the Company's compensation program
is to provide a total compensation package to each Named Executive Officer that will enable the Company to attract, motivate and retain
outstanding individuals, align the interests of our executive team with those of our stockholders, encourage individual and collective
contributions to the successful execution of our short and long-term business strategies, and reward our Named Executive Officers for
favorable performance.

 Summary Compensation Table

 The following table shows information concerning the annual
compensation for services provided to the Company by our Named Executive Officers for the years ended December 31, 2024 and December 31,
2023. Additional information on our Named Executive Officers' annual compensation for the year ended December 31, 2024 is
provided in the narrative sections following the Summary Compensation Table.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock Awards

 ($) (1)(2)

 Option Awards

 ($) (3)

 Non-Equity

 Incentive Plan
 Compensation
 ($)

 Total

 ($)

 Mark Hanchett,

 2024

 300,000

 —

 180,000

 —

 —

 480,000

 Chief Executive Officer

 2023

 200,000

 —

 2,920,000

 —

 —

 3,120,000

 Annie Pratt,

 2024

 300,000

 —

 180,000

 —

 —

 480,000

 President

 2023

 200,000

 —

 1,870,000

 —

 —

 1,890,000

 Sarah Wyant,

 2024

 261,830

 15,000
 (5)

 —

 31,812

 7,992
 (6)

 316,634

 Chief
 Financial Officer (4)

 2023

 120,740

 —

 225,267

 —

 —

 346,007

 (1)
 The amounts reported in the "Stock
 Awards" column represent the aggregate grant date fair value of restricted stock units
 ("RSUs") awarded to Nxu's Named Executive Officers calculated in accordance
 with Financial Accounting Standards Board ("FASB") ASC Topic 718. The assumptions
 used in calculating the grant date fair value are incorporated by reference to Notes 2 and
 13 to the consolidated financial statements in the Company's Annual Report on Form
 10-K for the fiscal year ended December 31, 2024.

 (2)
 The amounts reported in the "Stock
 Awards" column for 2024 represent RSUs granted under Nxu's short-term incentive
 program, described in more detail below under "Performance-Based Compensation,"
 to each Named Executive Officer and are based on 100% achievement of the underlying performance
 goals, which was determined to be the probable outcome at the time of grant. There can be
 no assurance that the amounts shown will be realized, and amounts could ultimately exceed
 these calculated fair values.

 (3)
 The amounts reported in the "Option
 Awards" column represent the aggregate grant date fair value of stock options awarded
 to Nxu's Named Executive Officers calculated in accordance with FASB ASC Topic 718.
 The assumptions used in calculating the grant date fair value are described in Notes 2 and
 13 to the audited consolidated financial statements in the Company's Annual Report
 on Form 10-K for the fiscal year ended December 31, 2024.

 (4)
 On December 15, 2023, our Board
 of Directors appointed Ms. Wyant to serve as Interim Chief Financial Officer, and, in
 connection with such appointment, her base salary increased from $190,000 to $225,000 per
 year effective December 15, 2023. Ms. Wyant's base salary was subsequently increased
 to $235,000 effective February 26, 2024, and thereafter increased to $271,000 effective
 May 13, 2024. On October 23, 2024, our Board of Directors appointed Ms. Wyant to
 serve as Nxu's Chief Financial Officer, and, in connection with such appointment, her
 base salary increased to $300,000 effective October 23, 2024.

 (5)
 In connection with Ms. Wyant's
 appointment as Nxu's Interim Chief Financial Officer, Ms. Wyant was paid a bonus of
 $3,000 per month from January 2024 through May 2024.

 (6)
 Non-equity incentive plan amounts
 are determined as more specifically discussed under "Annual Bonus" below. The
 amount in this column represents short-term cash incentive awards earned for 2024.

 Narrative Disclosure to Summary Compensation Table

 Original Agreements with Nxu's Named Executive
Officers

 On May 12, 2023, in connection with Nxu's reorganization
merger, Nxu entered into employment agreements (the "Original Employment Agreements") with Mr. Hanchett, Nxu's
Chief Executive Officer, and Ms. Pratt, Nxu's President (each an "Executive" and collectively, the "Executives"),
in each case providing for their continued employment in their then-current respective positions, which superseded and replaced their
then existing employment agreements with Atlis Motor Vehicles Inc. The terms of the Original Employment Agreements provide that the initial
period of employment for each Executive shall end on December 31, 2027 and shall be automatically extended for one-year periods
unless Nxu or the Executive provides written notice of intention to terminate the agreement with at least 120 days prior written
notice.

 Under the Original Employment Agreements, each Executive
received a base salary of $200,000, which will increase to $250,000 in the first pay period following Nxu's first delivery of a
30 kilowatt hour battery pack to a customer and will increase to $300,000 in the first day of the quarter following a quarter in
which Nxu recognizes over $250,000 in revenue from core product sales. Each Executive's base salary is subject to an annual review
for increase by the compensation committee of the Board of Directors. Base salaries are not subject to decrease, except for any across-the-board
reduction impacting substantially all Executives of Nxu of not more than 10%. Each Executive is also eligible to receive equity awards
pursuant to Nxu's short and long-term equity incentive plans in amounts as determined by the compensation committee of the Board.

 Under the Original Employment Agreements, Nxu may terminate
the Executive's employment immediately upon notice to the Executive. The Executive may terminate his or her employment for any
reason with 120 days' advance written notice to Nxu. In the event of an Executive's separation from Nxu for any reason,
any unvested equity awards will be forfeited, except as noted in the employment agreement or the underlying award agreement.

 Under the Original Employment Agreements, if, prior to December 31,
2027, or such later date if the period of employment is extended, an Executive is involuntarily terminated by Nxu without Cause (as defined
in the Original Employment Agreements) or by the Executive for Good Reason (as defined in the Original Employment Agreements), the Executive
will be entitled to receive the following, subject to the Executive's execution of a general release: (i) continuation of
his or her base salary (at the rate in effect immediately prior to the separation) for the 12 months following the separation date;
(ii) continued vesting of the Executive's equity awards according to the original vesting schedule for the 12 months
following the separation date; and (iii) a monthly cash payment for the 12 months following the separation date (or until such
time as the Executive becomes eligible for coverage through a subsequent employer or becomes ineligible for COBRA) equal to the premium
costs for medical and dental COBRA continuation coverage at the rate of Nxu's normal contribution for active employees (the "Severance
Payments").

 Under the Original Employment Agreements, if, prior to December 31,
2027 or such later date if the period of employment is extended, an Executive is involuntarily terminated by Nxu without Cause or by
the Executive for Good Reason, in each case within 12 months following a Change in Control (as defined in the Original Employment
Agreements), then the Executive will be eligible to receive the following, subject to the Executive's execution of a general release:
(i) 24 months of Severance Payments (instead of 12 months for a single trigger involuntary termination); and (ii) a
lump sum payment in an amount equal to two times the annual bonus that the Executive would have earned at the target achievement level
for the calendar year in which the separation occurred. Additionally, notwithstanding the terms of the Nxu Plan under which the awards
were granted, all of the Executive's outstanding, unvested, time-based awards will become fully vested and performance-based vesting
shall be deemed achieved at target levels (and, in the case of stock options, shall remain exercisable for the remainder of their full
term).

 Amended Executive Employment Agreements and Wyant Employment
Agreement

 Concurrently with the signing of the Merger Agreement, on
October 23, 2024, Nxu amended the Original Employment Agreements (collectively, the "Employment Agreement Amendments")
with the Executives.

 Each Employment Agreement Amendment, among other things,
(i) provides that the Executive may not hold other employment unless such employment does not interfere or conflict with the Executive's
duty under the Executive Agreement, (ii) amends and restates the provisions governing benefits upon an involuntary termination without
Cause by Nxu or the Executive's resignation for Good Reason (as such terms are defined in the Employment Agreement Amendment) such
that if the Executive is involuntarily terminated by Nxu without Cause or the Executive resigns for Good Reason in each case solely following
a termination of the Merger Agreement, provided that the Executive executes a general release of claims, the Executive is entitled to
amounts accrued prior to the Executive's termination, a lump sum payment equal to six (6) months of base salary, less applicable
taxes and withholding, the settlement of outstanding equity awards in accordance with their terms, and a monthly cash payment equal to
the monthly premium costs for COBRA coverage for up to 12 months, (iii) amends the definition of Good Reason to clarify that
none of (a) the execution of the Employment Agreement Amendment, (b) changes to Executive's duties, authority or responsibilities
or Executive's principal place of employment, in each case, while the Merger Agreement is in effect, nor (c) any of the transactions
contemplated by the Merger Agreement, including the Executive's resignation from his or her position as an officer of Nxu or member
of the Board of Directors will constitute Good Reason for purposes of the Employment Agreement, (iv) provides for the payment to
the Executive of a financing bonus not to exceed an aggregate amount equal to six months of the Executive's annual base salary
as of immediately prior to the closing in the event that after the closing of the Merger the combined company raises at least $5 million
during 2025 through the sale of combined company equity securities to one or more third parties unaffiliated with either Nxu or Verde,
provided that the Executive is employed by Nxu on the closing of the Merger and provided Executive executes a general release of claims
in connection with any termination of employment (the "Financing Bonus"), and (v) amends the outstanding equity awards
as described below.

 The Board of Directors also appointed Ms. Wyant, Nxu's
then Interim Chief Financial Officer, to serve as Nxu's Chief Financial Officer, effective on October 23, 2024. In connection
with Ms. Wyant's appointment, on October 23, 2024, Nxu entered into an employment agreement with Ms. Wyant (the "Wyant
Employment Agreement"). The Wyant Employment Agreement increases Ms. Wyant's annual base salary to $300,000 from $271,000,
provides that Ms. Wyant is eligible for the Financing Bonus and amends her outstanding equity awards as described below. Ms. Wyant will
also be eligible to participate in Nxu's standard employee benefit programs made available by Nxu to its employees generally, and
will be eligible to receive paid vacation in accordance with Nxu's vacation policies. If Nxu terminates Ms. Wyant (other than as
a result of her death, disability or for Cause) or Ms. Wyant resigns for Good Reason (as such terms are defined in the Wyant Employment
Agreement), in either case, following a termination of the Merger Agreement, provided that she executes a general release of claims,
Ms. Wyant will be entitled to receive amounts accrued prior to her termination, a lump sum payment of $150,000, less applicable taxes
and withholding, and continued vesting of outstanding equity awards.

 Amendments to Equity Awards under the Employment Agreement
Amendments and the Wyant Employment Agreement

 Our Board of Directors and the Nxu Executives previously
agreed to extend the vesting dates for 5,367,874 RSUs in the aggregate previously granted to the Nxu Executives until January 31, 2025
(the "Delayed Vesting"), as the delivery of the RSUs during the original vesting periods would jeopardize Nxu's ability
to continue as a going concern. Pursuant to the Employment Agreement Amendments and the Wyant Employment Agreement, following the signing
of the Merger Agreement, Nxu will deliver such RSUs to the Nxu Executives in installments in such amounts as Nxu determines may be delivered
to the Nxu Executives without jeopardizing Nxu's ability to continue as a going concern. Such RSUs will be delivered until the
earlier of (a) the date all RSUs subject to Delayed Vesting have been delivered to the Nxu Executive or (b) the date that is
no later than five business days prior to the closing of the Merger (such earlier date, the "Cut-Off Date"). Any
RSUs that have not been delivered to the Nxu Executives as of the Cut-Off Date will be forfeited for no consideration. No RSUs will be
settled if such settlement would cause the Nxu Executive to be subject to excise taxes imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), provided that, at Nxu's and the Nxu Executive's request, Verde may consider
permitting such RSUs to be settled upon receipt of satisfactory evidence, in the sole discretion of Verde's counsel, that the Nxu
Executive has remitted to an escrow account established by Nxu the amount necessary to satisfy Nxu's tax withholding obligations
under Section 4999 of the Code upon the closing of the Merger.

 The Nxu Executives hold stock options under the Nxu, Inc.
Amended and Restated 2023 Omnibus Incentive Plan and/or the Employee Stock Option Plan of Atlis Motor Vehicles, Inc. All of the stock
options have a per share exercise price in excess of the current fair market value of Nxu's stock as of the effective date of the
Employment Agreement Amendments or the effective date of the Wyant Employment Agreement, as applicable. Our Board of Directors resolved,
and the Nxu Executives have agreed, to cancel all outstanding stock options, whether vested or unvested, for no consideration immediately
prior to a change in control, provided the per share exercise price, as adjusted to reflect any changes in Nxu's capitalization
between the effective date of the Employment Agreement Amendments or the Wyant Employment Agreement, as applicable, and the date on which
a change in control occurs, remains in excess of Nxu's closing stock price on the trading day immediately preceding the
date on which the change in control occurs.

 Base Salary

 Each Named Executive Officer's base salary is a fixed
component of annual compensation for performing specific job duties and functions. The annual base salary for each of the Named Executive
Officers was established at levels commensurate with historical compensation with any adjustments deemed necessary to attract and retain
individuals with superior talent appropriate and relative to their expertise and experience. For 2024, the base salaries for Mr. Hanchett
and Ms. Pratt were each set at $300,000, and the base salary for Ms. Wyant increased to $300,000 effective October 2024 in
connection with her appointment as Chief Financial Officer of Nxu (from January 2024 to February 2024, Ms. Wyant's base
salary was $225,000, from February 2024 to May 2024, Ms. Wyant's base salary was $235,000, and from May 2024 to
October 2024, Ms. Wyant's base salary was $271,000).

 Annual Bonus

 Historically, annual cash incentive awards were used to
motivate and reward Nxu's employees. For 2024, only Ms. Wyant participated in Nxu's short-term cash incentive program.
Mr. Hanchett and Ms. Pratt were not eligible to receive any annual cash incentive awards. Instead, Nxu utilized a short-term equity
incentive plan bonus, described in more detail under "— Equity Incentive Compensation " below.

 For 2024, Ms. Wyant's short-term cash incentive target
was 12.5% of her annual base salary then in effect, payable on a quarterly basis. Payouts are determined as set forth under "— Performance-Based
Compensation " below.

 Equity Incentive Compensation

 Equity incentive compensation is used to promote performance-based
pay that aligns the interests of Nxu's executive officers with the long-term interests of its stockholders and to enhance executive
retention. Historically, Nxu has made stock awards to each of the Named Executive Officers on a fully vested basis or subject to monthly
or annual ratable vesting. Prior to May 2023, Nxu had used its Employee Stock Option Plan, adopted in August 2021, to make
awards to participants.

 In connection with Nxu's reorganization merger, it
adopted the Nxu, Inc. 2023 Omnibus Incentive Plan, which generally provides for awards in the form of options, share appreciation rights,
restricted shares, restricted share units, performance-based awards (including performance shares, performance units and performance
bonus awards), and other share-based or cash-based awards. The 2023 Omnibus Incentive Plan also assumed a portion of outstanding stock
options and restricted stock units from the Employee Stock Option Plan in connection with the reorganization merger. The 2023 Omnibus
Incentive Plan was amended and restated effective August 14, 2024.

 Performance-Based Compensation

 In 2024, Nxu implemented the Short-Term Incentive Program,
in which one or more of its Named Executive Officers participate. Under the program, each Named Executive Officer is eligible to earn
a specified dollar value of short-term equity compensation (the "STIP Value") each quarter, which for the STIP Value is issued
in the form of RSUs under the Nxu, Inc. 2023 Omnibus Incentive Plan with respect to each of Mr. Hanchett and Ms. Pratt, and in the
form of cash with respect to Ms. Wyant. The STIP Value earnable will be determined by the compensation committee of the Board of Directors,
which sets quarterly performance goals at each quarterly Board meeting, and then will assess achievement against the goals to determine
the percentage of the STIP Value that has been achieved. The number of RSUs eligible to be issued to Mr. Hanchett and Ms. Pratt
shall be calculated by dividing the applicable quarterly STIP Value by the closing share price on the business day immediately preceding
the 15 th day of the last month of each quarter. The quarterly STIP Value targets in 2024 were $60,000 for each of Mr. Hanchett
and Ms. Pratt. Ms. Wyant's quarterly STIP Value targets were $7,344, $8,469 and $8,469 for the first, second and third quarters
of 2024, respectively.

 Below are the quarterly goals and the performance achieved
during 2024:

 Q1 2024 STIP Performance Goals

 Performance
 Metric

 Goal

 Decision

 Weight

 Outcome

 Produce
 2 new NxuOne charging boxes (cumulative 4 charging boxes produced)

 Product to Market

 Y/N

 20%

 20%

 Publicly
 launch the NxuOne Mobile App

 Product to Market

 Y/N

 20%

 20%

 Finalize
 drawings for charging site #2

 Site Deployments

 Y/N

 20%

 20%

 Secure
 charging sites #2 & #3*

 Site Deployments

 Y/N

 20%

 0%

 Raise
 $7M capital

 Raise Capital

 Sliding, min $5m

 20%

 20%

 80%

 ____________

 *
 Site #3 not secured as of the end of the
 first quarter of 2024. Performance required both sites be secured (% weight was not allocated
 between the sites).

 Q2 2024 STIP Performance Goals

 Performance
 Metric

 Goal

 Decision

 Weight

 Outcome

 Engineering
 design phase kickoff for charging pedestal

 Product to Market

 Y/N

 10%

 10%

 Complete
 production of 2 new NxuOne charging boxes

 Product to Market

 Y/N

 10%

 0%

 Engineering &
 design phase complete for site #2

 Site Deployments

 Y/N

 10%

 0%

 Secure
 site #3

 Site Deployments

 Y/N

 10%

 0%

 Recognize
 operating revenue of more than $100,000

 Revenue

 Sliding, min $3k
 in charging revenue (15%), sale of charging unit (15%)

 30%

 15%

 Raise
 $5M capital

 Raise Capital

 Sliding, min $3m

 30%

 25%

 Q3 2024 STIP Performance Goals

 Performance
 Metric

 Goal

 Decision

 Weight

 Outcome

 Value
 Creation

 Enter into merger
 agreement

 Y/N

 100%

 0%

 The above resulted in the following payments to Nxu's
Named Executive Officers under the short-term incentive program.

 •
 Q1 2024 STIP: Mr. Hanchett
 and Ms. Pratt each received an STIP Value of $48,000. Ms. Wyant received $5,875 in cash.

 •
 Q2 2024 STIP: Mr. Hanchett
 and Ms. Pratt each received an STIP Value of $15,000. Ms. Wyant received $2,117 in cash.

 •
 Q3 2024 STIP: No
 payments were made in respect of the third quarter of 2024.

 Modifications to Equity Awards

 As disclosed in the notes to Nxu's audited consolidated
financial statements included elsewhere in this Form 10-K, on February 23, 2024 (the "Exchange Date"), the compensation
committee of the Board of Directors also authorized a mandatory Exchange Program (the "RSU Exchange Program") for all employees
other than the Named Executive Officers (with the except of Ms. Wyant), to provide for the cancellation and exchange of stock-based compensation
related to unvested RSUs ("Exchanged RSUs"), previously recorded as liabilities within the consolidated balance sheets, for
an option to purchase shares of Nxu Class A common stock ("Exchange Option"), which are expected to be classified as
equity awards within the consolidated balance sheets. The Exchange Options have an equal value to the Exchanged RSUs at the Exchange
Date. Recipients also were granted the opportunity to participate in a short-term cash incentive plan for 2024 as well as an award of
new stock options. Ms. Wyant's outstanding awards that settle in RSUs were all exchanged into options under this program.

 Concurrently with the signing of the Merger Agreement, Nxu
entered into the Employment Agreement Amendments and the Wyant Employment Agreement, pursuant to which certain terms of RSUs previously
granted to the Nxu Executives were amended as describe above under "— Amendments to Equity Awards under the Employment
Agreement Amendments and the Wyant Employment Agreement."

 Other Compensation Elements

 Nxu offers participation in broad-based retirement, health
and welfare plans to all of its employees. Nxu has not maintained, and does not currently maintain, a defined benefit pension plan or
nonqualified deferred compensation plan. Nxu currently maintains a retirement plan intended to provide benefits under section 401(k) of
the Code whereby employees, including its Named Executive Officers, are allowed to contribute portions of their base compensation to
a tax-qualified retirement account. Nxu currently does not provide matching contributions under the plan. In addition, Nxu does not provide
perquisites to its Named Executive Officers.

 Clawback Policy

 In 2023, the Board of Directors approved a policy for recoupment
of incentive compensation received by current or former executive officers on or after October 2, 2023 (the "Clawback Policy").
The Board of Directors adopted the Clawback Policy to meet the requirements of the final Nasdaq listing standards implementing Exchange Act
Rule 10D-1. The Clawback Policy provides that following an accounting restatement, the compensation committee of the Board of Directors
must assess whether any incentive amounts paid to current and former executive officers were in excess of what should have been paid
based on the revised financials, and thus should be subject to recovery. The policy has a three-year look-back and applies to both current
and former executives, regardless of such executive's fault, misconduct or involvement in causing the restatement.

 Policies and Practices Related to the Grant of Certain
Equity Awards Close in Time to the Release of Material Nonpublic Information

 Nxu is committed to adhering to high standards of corporate
governance and transparency, particularly regarding executive compensation practices. To ensure compliance with applicable securities
laws and to promote equitable treatment of stakeholders, Nxu has established the following policies and practices governing the timing
of awards of stock options, stock appreciation rights ("SARs"), and similar option-like instruments in relation to the release
of material nonpublic information ("MNPI").

 Grant Timing and Determination

 1.
 Pre-Determined Grant Schedule: If
 the compensation committee of the Board of Directors chooses to grant stock options and similar
 awards, it will do so on a pre-determined schedule. These grants will usually be made annually
 following the first Board of Directors meeting in the fiscal year or on a specified date
 as established by the compensation committee. This schedule is designed to minimize any perception
 of impropriety or influence of MNPI on award timing.

 2.
 Alignment with Board Meetings: If
 a grant does not occur on the pre-determined schedule, it will generally coincide with a
 regularly scheduled meeting of the Board of Directors or its compensation committee. This
 ensures appropriate oversight and consistency in the granting process.

 3.
 Prohibition on Discretionary
 Timing: Nxu shall not make discretionary grants timed to align
 with the release of MNPI. Awards are not made immediately before or after significant
 corporate announcements or events that could materially affect Nxu's stock price.

 Consideration of MNPI in Grant Timing and Terms

 1.
 Avoiding Grants During MNPI Periods: Nxu
 prohibits the granting of stock options, SARs, or similar awards during "blackout periods"
 when Nxu is aware of MNPI that has not yet been disclosed to the public.

 2.
 Board and Committee Oversight: The
 compensation committee of the Board of Directors shall evaluate whether the timing and terms
 of proposed grants may be affected by MNPI. If MNPI exists, the compensation committee
 may defer granting awards until after the information is publicly disclosed.

 Disclosure and Communication of MNPI

 1.
 No Timing of Disclosure to Affect
 Awards: Nxu shall not time the public disclosure of MNPI for the
 purpose of influencing the value of stock option awards or other forms of executive compensation.
 Any MNPI disclosure is made in accordance with Nxu's established disclosure policies
 and applicable regulatory requirements.

 2.
 Documentation: All
 grant decisions are documented in the meeting minutes of the Board of Directors or its compensation
 committee, including any considerations of MNPI.

 Periodic Review and Updates

 1.
 Policy Review: The
 Board of Directors or its compensation committee periodically reviews these policies and
 practices to ensure continued compliance with regulatory requirements and best practices.

 2.
 Training and Awareness: Nxu
 provides training to relevant personnel to ensure a comprehensive understanding of these
 policies, MNPI-related compliance requirements, and the importance of maintaining integrity
 in the award process.

 Such policies and practices reflect Nxu's commitment
to ethical and transparent executive compensation practices, aligned with regulatory requirements and shareholder expectations. By implementing
these measures, Nxu aims to promote trust, mitigate risk, and safeguard the integrity of its compensation programs.

 Outstanding Equity Awards at 2024 Fiscal Year-End

 The following table reflects information regarding outstanding
equity-based awards held by the Named Executive Officers as of December 31, 2024. Stock option awards reflected below were granted
under the Employee Stock Option Plan, assumed under the 2023 Omnibus Incentive Plan, and the Amended and Restated 2023 Omnibus Incentive
Plan. RSU awards reflected below were granted under the 2023 Omnibus Incentive Plan, except for Mr. Hanchett and Ms. Pratt's
Class B RSUs which were granted pursuant to standalone award agreements.

 Option Awards

 Stock Awards

 Name

 Number of

 securities
 underlying
 unexercised
 options
 (#)
 exercisable

 Number of

 securities
 underlying
 unexercised
 options
 (#)
 unexercisable

 Option

 exercise
 price
 ($)

 Option
 expiration

 date

 Number of

 shares or
 units
 of stock that
 have not
 vested
 (#)

 Market

 value of
 shares or
 units
 of stock
 that have
 not vested
 ($) (1)

 200,692

 —

 1,050

 8/24/2031

 1,423,530
 (2)

 1,508,942

 Annie Pratt

 78,812

 —

 1,050

 8/24/2031

 1,244,886
 (2)

 1,319,579

 Sarah Wyant

 126,977

 —

 0.99

 3/31/2034

 ____________

 (1)
 Except as otherwise noted, the amount
 listed reflects the market value per share of our Class A common stock on the Nasdaq
 Capital Market of $1.06 per share as of the last trading day of the year (December 31,
 2024).

 (2)
 Amounts represent RSUs that were granted
 on October 23, 2024 pursuant to the Employment Agreement Amendments and are fully vested
 but not yet settled.

 Potential Payments Upon Termination or Change in Control

 See the section titled "Narrative Disclosure to Summary
Compensation Table — Amended Executive Employment Agreements and Wyant Employment Agreement " for a description
of severance eligibility under the Named Executive Officers' employment agreements. Except as noted there, the Named Executive
Officers do not have any severance entitlements and are not entitled to any payments on a single-trigger change in control of Nxu.

 Additionally, Nxu's Named Executive Officer's
outstanding, unvested option awards will be forfeited and immediately terminate in the event of a Named Executive Officer's termination
of employment for any reason. Concurrently with the signing of the Merger Agreement, the Nxu Executives agreed to forfeit all outstanding
stock options, whether vested or unvested, for no consideration immediately prior to a change in control, provided the per share exercise
price, as adjusted to reflect any changes in Nxu's capitalization between the effective date of the Employment Agreement Amendments
or the Wyant Employment Agreement and the date on which a change in control occurs, remains in excess of Nxu's closing stock price
on the trading day immediately preceding the date on which the change in control occur.

 NXU DIRECTOR COMPENSATION

 Director Compensation Table

 The following table provides information concerning the
compensation of Nxu's non-employee directors who served on the Board of Directors during fiscal year ending December 31, 2024.
Mark Hanchett and Annie Pratt also served as directors of Nxu during fiscal year ending December 31, 2024, but did not receive any
additional compensation with respect to such Board service.

 Name

 Fees Earned
 or
 Paid in Cash
 ($)

 Stock
 Awards
 ($) (1)

 Total

 ($)

 Caryn
 Nightengale (2)

 142,337

 —

 142,337

 Britt Ide

 150,000

 148,106

 298,106

 Jessica Billingsley

 100,000

 148,106

 248,106

 ____________

 (1)
 The
 amounts reported in the "Stock Awards" column represent the aggregate grant date
 fair value of RSU awards granted to Mses. Nightengale, Ide and Billingsley as part of their
 equity retainers for their Board service in 2024. The grant date fair value was computed
 in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant
 date fair value are described in Notes 2 and 13 to the audited consolidated financial statements
 in the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
 2024. As of December 31, 2024, each of Nxu's non-employee directors who were members
 of the Board of Directors on such date held 295,858 unvested RSUs.

 (2)
 Ms. Nightengale
 did not stand for re-election at Nxu's 2024 annual meeting of stockholders.

 Director Compensation Program

 Nxu initially entered into a Non-Employee Director Agreement
with Ms. Ide, effective February 19, 2021, that was later superseded by a Non-Employee Director Agreement dated August 30,
2021 (the "Ide Agreement"), a board of directors agreement, effective as of July 1, 2022, with Caryn Nightengale who
joined the Board of Directors in 2022 (the "Nightengale Agreement"), and a Board of Directors Agreement, effective as of
July 1, 2023, with Jessica Billinsley who joined the Board of Directors in 2023 (the "Billingsley Agreement"). The Ide
Agreement and the Billingsley Agreement were subsequently superseded by the Board of Directors Agreements entered into concurrently with
the Merger Agreement, as described in more detail below.

 The Ide Agreement and the Nightengale Agreement were each
later superseded when Nxu entered into a board of directors agreement with Mses. Ide and Nightengale, respectively, effective as of May 12,
2023 (the "A&R Director Agreements"). The A&R Director Agreements and the Billingsley Agreement had an initial term
lasting from the effective date until the earlier of the 12-month anniversary thereof or the date of Nxu's annual stockholder meeting,
subject to each director's election by Nxu's stockholders. If a director is re-elected, the agreement will continue to renew
at each annual shareholder meeting, until the director is not re-elected, resigns, or is otherwise removed from the Board of Directors.
The A&R Director Agreements and the Billingsley Agreement also provided for the following material terms (the descriptions of which
are qualified in their entirety by reference to the respective A&R Director Agreements and Billingsley Agreement): (i) cash
fees in the amount of a $15,000 quarterly stipend, payable until Nxu's 2024 annual stockholder meeting (for Ms. Ide and Nightengale,
each received $10,000 in cash fees on a quarterly basis prior to May 2023); (ii) a quarterly award of restricted share units
having a grant date fair value of $35,000, with the number of shares determined by using the share price on the first trading day
before the 15 th of last month of the quarter, and with the awards vesting on the last business day of the quarter, from
the effective date until Nxu's 2024 annual stockholder meeting; (iii) an indemnification provision, which includes the obligation
of Nxu to maintain directors and officers insurance; and (iv) a provision providing for attorneys' fees if ever any proceeding
commences between the parties relating to the terms of the agreement. The A&R Director Agreements additionally provided for a one-time
special award of restricted share units having a grant date fair value of $40,984 in recognition of the director's efforts related
to Nxu's public listing and RSUs having a grant date fair value of $120,000 for the three quarters ending September 30, 2022,
December 31, 2022, and March 31, 2023. The A&R Director Agreements and the Billingsley Agreement also provided for certain
confidentiality and non-disclosure covenants in favor of Nxu and a mutual non-disparagement provision.

 On April 5, 2024, the Board of Directors, upon the
recommendation of its compensation committee, approved letter agreements (each, a "Director Letter Agreement") with each
independent director of Nxu to provide an increase in the cash stipend paid to each independent director in accordance with the A&R
Director Agreements and the Billingsley Agreement, as applicable, to reflect their significant time and effort commitments in excess
of the time originally contemplated by applicable A&R Director Agreements and the Billingsley Agreement. Pursuant to the applicable
Director Letter Agreement, Mses. Ide and Nightengale were awarded a cash stipend of $90,000 each and Ms. Billingsley was awarded a cash
stipend of $40,000, in each case to be paid on or before April 10, 2024, for their increased service to the Board of Directors.

 The amounts reflected in the above "Director Compensation
Table" were made under the A&R Director Agreements and the Billingsley Agreement, respectively, as superseded by the Board
of Directors Agreements as applicable, and the Director Letter Agreements.

 Concurrently with the signing of the Merger Agreement, on
October 23, 2024, Nxu entered into the Board of Directors Agreements with Mses. Ide and Billingsley, pursuant to which each of Mses.
Ide and Billingsley will receive a $15,000 per quarter cash stipend and each of Mses. Ide and Billingsley was granted 591,715 RSUs under
the Amended and Restated 2023 Omnibus Incentive Plan. Such RSUs vest as follows: (1) 147,928 RSUs are consideration for services
rendered for the quarter ending September 30, 2024 and were immediately vested, (2) the remaining RSUs will vest ratably at
the end of each calendar quarter from December 31, 2024 until June 30, 2025, provided that such director continues to serve
on the Board of Directors on the applicable vesting date. The Board of Directors Agreements also amend outstanding equity awards as described
below.

 On October 23, 2024, Nxu also entered into the Nightengale
Award Amendment, which amended Ms. Nightengale's outstanding restricted stock unit awards as described below.

 Pursuant to the Board of Directors Agreements and the Nightengale
Award Amendment, following the signing of the Merger Agreement, Nxu will deliver 617,829 RSUs in the aggregate to each of Mses. Ide,
Billingsley and Nightengale that were granted as consideration for their prior services as members of the Board (the "Director
Delayed RSUs"). Such Director Delayed RSUs will be delivered in installments in such amounts as Nxu determines may be delivered
to each of Mses. Ide, Billingsley and Nightengale without jeopardizing Nxu's ability to continue as a going concern. Such Director
Delayed RSUs will be delivered until the Cut-Off Date. Any Director Delayed RSUs that have not been delivered to the Independent Directors
and Ms. Nightengale as of the Cut-Off Date will be forfeited for no consideration.

 Item 12
 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Equity Compensation Plan Information

 The following table provides certain information, as of
December 31, 2024, concerning shares of our Class A common stock authorized for issuance under our equity compensation plans.

 Plan category

 Number
 of securities to
 be
 issued upon
 exercise
 of outstanding
 options,
 warrants and
 rights(1)
 (#)

 Weighted-average
 exercise
 price of
 outstanding
 options,
 warrants
 and rights(2)
 ($)

 Number
 of securities
 remaining
 available
 for
 future issuance
 under
 equity
 compensation
 plans
 (excluding
 securities
 reflected
 in column (a))(3)
 (#)

 (a)

 (b)

 (c)

 Equity compensation plans approved by securityholders

 4,356,039

 368.07

 40,811,075

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 4,356,039

 368.07

 40,811,075

 (1)
 Column (a) includes outstanding stock
 options to acquire 860,522 shares of Company Class A common stock and 3,495,517 shares of
 Company Class A common stock issuable pursuant to outstanding RSUs that are accounted for
 as equity awards in the Company's financial statements.

 (2)
 The weighted average exercise price is
 calculated based solely on the outstanding stock options. It does not take into account outstanding
 RSUs, which have no exercise price.

 (3)
 Pursuant to the evergreen provision in
 the 2023 Omnibus Incentive Plan, the number of shares of Class A common stock available for
 issuance increased automatically on January 1, 2024 in an amount equal to the lesser of (i)
 5% of the aggregate number of outstanding shares of our Class A common stock on the final
 day of the immediately preceding calendar year and (ii) such smaller number of shares determined
 by the plan's administrator. On January 1, 2024, 15,188 shares of Class A common stock
 were added to the 2023 Omnibus Incentive Plan's share reserve pursuant to the evergreen
 provision. The Amended and Restated 2023 Omnibus Incentive Plan, which amended and restated
 the 2023 Omnibus Incentive Plan, also contains an evergreen provision whereby the number
 of shares of Class A common stock increases automatically on the first trading day of each
 calendar year, beginning with calendar year 2025, by a number of shares of Class A common
 stock equal to five percent (5%) of the total number of outstanding shares of our Class A
 common stock on the last day of the prior calendar year.

 Security Ownership of Certain Beneficial Owners and Management

 The following table sets forth information known to the Company regarding the
beneficial ownership of shares of our common stock as of April 15, 2025 by:

 •
 each person who is known by
 the Company to own beneficially more than 5% of the outstanding shares of any class of the
 Company's common stock;

 •
 each of the Company's
 Named Executive Officers and current directors; and

 •
 all current executive officers
 and directors of the Company, as a group.

 The SEC has defined "beneficial ownership" of
a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder
is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60
days after that date, including but not limited to the right to acquire through (i) the exercise of any option, warrant or right, (ii)
the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic
termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person
and the percentage ownership of that person, shares that may be acquired by that person within 60 days thereafter are deemed outstanding,
while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in
the table has sole voting and investment power with respect to all of the common stock shown as beneficially owned by such person, except
as otherwise indicated in the table or footnotes below.

 The percentage of beneficial ownership of voting securities
of the Company is based on 2,287,309 and 279,504 shares of Nxu's Class A common stock and Class B common stock, respectively,
issued and outstanding as of April 15, 2025.

 Name of Beneficial
 Ownership (1)

 Class A

 Shares

 % of
 Class

 Class B

 Shares

 % of
 Class

 Combined

 Voting
 Power (2)

 32,735

 1.4
 %

 200,692

 71.8
 %

 5.5
 %

 Annie Pratt

 24,246

 1.0
 %

 78,812

 28.2
 %

 2.6
 %

 Sarah Wyant

 *

 —

 —

 *

 Britt Ide

 *

 —

 —

 *

 Jessica Billingsley

 —

 *

 —

 —

 *

 Directors and executive officers as a group (5 individuals)

 58,269

 2.6
 %

 279,504

 %

 8.2
 %

 *
 Represents beneficial ownership of less
 than 1%.

 (1)
 The business address of each of the individuals
 is c/o Nxu, Inc., 1828 N Higley Rd., Suite 116, Mesa, Arizona 85205.

 (2)
 Represents the percentage of voting power
 with respect to all shares of the Company's outstanding capital stock voting together
 as a single class. The holders of our Class B common stock are entitled to 10 votes
 per share and the holders of our Class A common stock are entitled to one vote per share.

 Item 13
 Certain
 Relationships and Related Transactions, and Director Independence

 The following is a summary of transactions since the beginning
of January 1, 2023, and any currently proposed transaction, to which we were or are to be a participant, in which (i) the amount
involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two
completed fiscal years, and (ii) any of our executive officers, directors or, to our knowledge, beneficial holders of more than 5% of
our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material
interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under
Item 11, Executive Compensation, of this Form 10-K.

 Indemnification Agreements

 We have entered into indemnification agreements with each
of our directors and executive officers. Each indemnification agreement provides that, subject to limited exceptions, and among other
things, we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity
as our director or officer.

 Share Exchange Agreement with Lynx Motor Corporation

 On December 27, 2023, the Company entered into
a share exchange agreement (the "Share Exchange Agreement") with Lynx, pursuant to which Lynx sold to the Company, and
the Company purchased from Lynx, a number of newly issued shares of Lynx representing 15% of the issued and outstanding equity interests
in Lynx in exchange for 1,000 newly issued shares of series A convertible preferred stock of the Company (the "Series
A Convertible Preferred Stock" or "Series A Convertible Preferred Shares"). Each Series A Convertible Preferred Share
is convertible into 1,000 shares of Class A common stock, par value $0.0001 per share, of the Company for a conversion price
of $3.00 per share. The Share Exchange Agreement contains customary representations and warranties by the Company. As a part of the transaction,
the Company designated one person to serve on the board of directors of Lynx.

 On January 29, 2024, the Company registered 1.0
million shares of Class A common stock, par value $0.0001, pursuant to the terms of its Share Exchange Agreement with Lynx. The
Company did not sell any shares of its Class A common stock and received no proceeds from the offering. On February 8, 2024, Lynx converted
all the Series A Convertible Preferred Stock into 1.0 million shares of Class A common stock.

 Concurrently with the Share Exchange Agreement, Lynx issued
a non-interest bearing promissory note (the "Lynx Note") in the principal amount of $0.3 million to Lynx in exchange for
$0.3 million in immediately available funds from the Company. The Lynx Note was originally due and payable by June 2024 and is presented
in notes receivable from related party in the consolidated balance sheets. Effective June 28, 2024, the Company and Lynx agreed to amend
the terms of the Lynx Note, which was extended to be repaid over nine months at an annual interest rate of 8% (the "Amended Lynx
Note"). Scheduled payments on the Amended Lynx Note included an upfront principal payment of $20,000, which was due and paid upon
execution of the amendment, eight payments of $20,000 in principal and interest from July 2024 to February 2025, and a lump sum payment
of the remaining principal and interest of approximately $0.09 million due no later than March 27, 2025. Pursuant to the Notice of Promissory
Note Default; Demand (the "Notice of Default") dated September 9, 2024, Lynx is in default on repayment of the Amended Lynx
Note.

 The Company is engaged in further discussion with Lynx about
the terms of the Amended Lynx Note, which is due immediately. Pursuant to the Notice of Promissory Note Default; Demand (the "Second
Notice of Default") dated January 2, 2025, Lynx remains in default on repayment of the Amended Lynx Note. While management of the
Company is actively participating in negotiations, the Company currently intends to pursue recovery of the note in full, including accrued
interest.

 Related Party Transaction Policy

 The Board has adopted a written Related Party Transaction
Policy for the review, approval or ratification of any related person transaction. This policy provides that all related party transactions
must be reviewed and approved by the disinterested members of the audit committee. The term "related party transaction" refers
to any transaction, consummated or currently proposed,(including, but not limited to, a financial transaction, arrangement or relationship,
including any indebtedness or guarantee of indebtedness) or series of transactions in which (i) the Company was or is to be a participant,
(ii) the amount of which exceeds the lesser of (x) $120,000 in the aggregate or (y) one percent of the average of the Company's
total assets at year-end for the last two completed fiscal years and (iii) the Related Party (as defined below) had or will have a direct
or indirect material interest. A Related Party Transaction also includes any material amendment or modification to an existing Related
Party Transaction regardless of whether such transaction has previously been approved in accordance with the Related party Transaction
Policy

 For the purposes of our Related Party Transaction Policy, "Related Parties"
include:

 •
 any person serving as a director,
 director nominee or executive officer of the Company or any person who has served in any
 of such roles since the beginning of the most recent fiscal year, even if he or she does
 not currently serve in that role;

 •
 a stockholder owning in excess of
 five percent of the Company's voting securities or an immediate family member of such
 a stockholder;

 •
 immediate family members of such directors,
 nominees for director and executive officers, including an individual's spouse, parents,
 step-parents, children, step-children, siblings, mothers- and fathers-in law, sons- and daughters-in
 law, brothers- and sisters-in law and other persons (except tenants or employees) who share
 such individual's household; and

 •
 any other person who may be a "related
 person" pursuant to Item 404 of Regulation S-K under the Securities Exchange Act
 of 1934, as amended.

 Director Independence

 The Board will review at least annually the independence
of each director. During these reviews, the Board will consider transactions and relationships between each director (and his or her
immediate family and affiliates) and the Company and its management to determine whether any such transactions or relationships are inconsistent
with a determination that the director is independent. This review will be based primarily on responses of the directors to questions
in a directors' and officers' questionnaire regarding employment, business, familial, compensation and other relationships
with the Company and our management. Our Board has determined that each of Britt Ide, Jessica Billingsley and Erin Essenmacher is independent
in accordance with Nasdaq listing standards. As required by Nasdaq, our independent directors meet in regularly scheduled executive sessions
at which only independent directors are present.

 Item 14
 Principal Accountant
 Fees and Services

 The following table presents fees for audit services rendered
by Prager Metis CPAs, LLC ("Prager") for the audit of the Company's annual financial statements for 2024 and 2023,
and fees billed for other services rendered by Prager.

 Hackensack, NJ 4054

 YEAR ENDED

 DECEMBER 31,

 2024

 DECEMBER 31,

 2023

 Audit Fees (1)

 $
 261,795

 $
 275,805

 Tax Fees (2)

 25,785

 24,500

 Total

 $
 287,580

 $
 300,305

 (1)
 Includes fees for audits of our annual
 financial statements, reviews of the related quarterly financial statements, and services
 that are normally provided by the independent accountants in connection with statutory and
 regulatory filings or engagements, including comfort letters and consents issued in connection
 with SEC filings and reviews of documents filed with the SEC.

 (2)
 Tax fees relate to professional services
 rendered for tax compliance, tax return review and preparation and related tax advice.

 Pre-Approval Policies and Procedures

 Pursuant to the charter of the audit committee, the audit
committee is responsible for the oversight of our accounting, reporting and financial practices. The audit committee has the responsibility
to select, appoint, engage, oversee, retain, evaluate and terminate our external auditors; pre-approve all audit and non-audit services
to be provided, consistent with all applicable laws, to us by our external auditors; and establish the fees and other compensation to
be paid to our external auditors.

 The audit committee has adopted a policy to pre-approve
all audit and permitted non-audit services provided by our principal independent accountants. The audit committee requires pre-approval
of all audit and permitted non-audit services, and changes of scope, without exceptions. The audit committee delegates the ability to
pre-approve to the audit committee chair in the absence of the full committee. All fees in 2024 and 2023 described above were pre-approved
by the audit committee.

 Item 15.
 Exhibits and Financial Statement Schedules

 (a) The following documents are filed as a part of this Form 10-K:

 (1)
 Financial Statements:

 Financial Statements required by this item are listed in the Index to Consolidated
Financial Statements on page F-1 of the Original Filing.

 (2)
 Financial Statement Schedules:

 All other schedules have been omitted because they are not applicable, or the required
information is included in the Consolidated Financial Statements or the Notes thereto.

 (3)
 Exhibits:

 The documents listed below are being filed or have previously
been filed on behalf of the Company and are incorporated herein by reference from the documents indicated and made a part hereof. Exhibits
not identified as previously filed are filed herewith.

 EXHIBIT INDEX

 Exhibit No.

 Description

 2.1

 Agreement and Plan of Merger, dated April 16, 2023, by and among Atlis Motor Vehicles Inc., a Delaware corporation, Nxu, Inc., a Delaware corporation, and Atlis Merger Sub Inc., a Delaware corporation (incorporated by reference to Exhibit 2.1 to Nxu, Inc.'s Registration Statement on Form S-4 filed with the SEC on April 17, 2023).

 2.2

 Agreement and Plan of Merger, dated as of October 23, 2024, by and among Nxu, Inc., Nxu Merger Sub, Inc., Nxu Merger Sub, LLC and Verde Bioresins, Inc. (incorporated by reference to Exhibit 2.1 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 3.1

 Certificate of Incorporation of Nxu, Inc. (incorporated by reference to Exhibit 3.1 of Nxu, Inc.'s Form 10-K filed with the SEC on April 1, 2024).

 3.2

 Certificate of Amendment to the Certificate of Incorporation of Nxu, Inc., dated December 26, 2023 (incorporated by reference to Exhibit 3.2 of Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2023).

 3.3

 Certificate of Amendment of Certificate of Incorporation of Nxu, Inc., dated August 16, 2024 (incorporated by reference to Exhibit 3.1 of Nxu, Inc.'s Form 8-K filed with the SEC on August 16, 2024).

 3.4

 Certificate of Designations of Series A Convertible Preferred Stock of Nxu, Inc., dated December 22, 2023 (incorporated by reference to Exhibit 3.1 to Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2023).

 3.5

 Certificate of Designations of Series B Preferred Stock of Nxu, Inc., dated August 16, 2024 (incorporated by reference to Exhibit 3.5 of Nxu, Inc.'s Registration Statement on Form S-4 filed with the SEC on November 12, 2024)

 3.6

 Bylaws of Nxu, Inc. (incorporated by reference to Exhibit 3.4 of Nxu, Inc.'s Form 10-K filed with the SEC on April 1, 2024).

 3.7

 Amendment No. 1 to the Bylaws of Nxu, Inc. (incorporated by reference to Exhibit 3.1 of Nxu, Inc.'s Form 8-K filed with the SEC on July 24, 2024).

 4.1

 Form of Senior Secured Original Issue 10% Discount Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to Nxu, Inc.'s Current Report on Form 8-K filed with the SEC on November 4, 2022).

 4.2

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to Nxu, Inc.'s Current Report on Form 8-K filed with the SEC on November 4, 2022).

 4.3

 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-1 filed with the SEC on February 10, 2023).

 4.4

 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on September 20, 2023).

 4.5

 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on September 20, 2023).

 4.6

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on October 10, 2023).

 4.7

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on August 4, 2023).

 4.8

 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on July 10, 2023).

 4.9

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.5 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on July 10, 2023).

 4.10

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2024).

 4.11

 Form of Series A Warrant (incorporated by reference to Exhibit 4.2 of Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2024).

 4.12

 Form of Series B Warrant (incorporated by reference to Exhibit 4.3 of Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2024).

 4.13

 Form of Registration Rights Agreement, dated as of December 26, 2024, by and among Nxu, Inc. and the Investors named therein (incorporated by reference to Exhibit 10.2 of Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2024).

 4.14*

 Description of Securities, filed herewith.

 10.1

 Amended Collaboration Agreement, dated July 28, 2022, between Nxu, Inc. and Australian Manufactured Vehicles (incorporated by reference to Exhibit 10.6 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on January 4, 2023).

 10.2+

 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on January 4, 2023).

 10.3

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Nxu, Inc.'s Current Report on Form 8-K filed with the SEC on November 4, 2022).

 10.4

 Form of Amendment No. 1 to Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Nxu, Inc.'s Current Report on Form 8-K filed with the SEC on January 6, 2023).

 10.5

 Form of Securities Agreement (incorporated by reference to Exhibit 10.2 to Nxu, Inc.'s Current Report on Form 8-K filed with the SEC on November 4, 2022).

 10.6

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.13 of Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on February 10, 2023).

 10.7

 Share Exchange Agreement, dated as of December 27, 2023, by and between Nxu, Inc. and Lynks Motor Corporation (incorporated by reference to Exhibit 10.1 to Nxu, Inc.'s Form 8-K filed with the SEC on December 27, 2023).

 10.8+

 Nxu, Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Nxu, Inc.'s Registration Statement on Form S-4 filed with the SEC on April 17, 2023).

 10.9

 Share Purchase Agreement, dated as of June 25, 2021, among Nxu, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.14 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on September 20, 2023).

 10.10

 Letter Agreement Relating to Share Subscription Facility, dated as of September 19, 2023, among Nxu, Inc., GEM Global Yield LLC SCS and GEM Yield Bahamas Limited (incorporated by reference to Exhibit 10.16 to Nxu, Inc.'s Registration Statement on Form S-1 filed with the SEC on September 20, 2023).

 10.11+

 Board of Directors Agreement, dated May 11, 2023, between Nxu, Inc. and Britt Ide (incorporated by reference to Exhibit 10.1 to Nxu, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on July 10, 2023).

 10.12+

 Board of Directors Agreement, dated May 11, 2023, between Nxu, Inc. and Caryn Nightengale (incorporated by reference to Exhibit 10.2 to Nxu, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on July 10, 2023).

 10.13+

 Board of Directors Agreement, dated June 15, 2023, between Nxu, Inc. and Jessica Billingsley (incorporated by reference to Exhibit 10.3 to Nxu, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on July 10, 2023).

 10.14+

 Employment Agreement, dated as of May 12, 2023, between Nxu, Inc. and Mark Hanchett (incorporated by reference to Exhibit 10.4 to Nxu, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on July 10, 2023).

 10.15+

 Employment Agreement, dated as of May 12, 2023, between Nxu, Inc. and Annie Pratt (incorporated by reference to Exhibit 10.5 to Nxu, Inc.'s Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on July 10, 2023).

 10.16+

 Employment Agreement, dated as of April 28, 2023, between Nxu, Inc. and Sarah Wyant (incorporated by reference to Exhibit 10.20 of Nxu, Inc.'s Form 10-K filed with the SEC on April 1, 2024).

 10.17+

 Letter Agreement dated April 5, 2024 by and between Nxu, Inc. and Britt Ide (incorporated by reference to Exhibit 10.1 of Nxu, Inc.'s Form 8-K filed with the SEC on April 5, 2024).

 10.18+

 Letter Agreement dated April 5, 2024 by and between Nxu, Inc. and Caryn Nightengale (incorporated by reference to Exhibit 10.2 of Nxu, Inc.'s Form 8-K filed with the SEC on April 5, 2024).

 10.19+

 Letter Agreement dated April 5, 2024 by and between Nxu, Inc. and Jessica Billingsley (incorporated by reference to Exhibit 10.3 of Nxu, Inc.'s Form 8-K filed with the SEC on April 5, 2024).

 10.20+

 Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of Nxu, Inc.'s Form 8-K filed with the SEC on August 16, 2024).

 10.21

 Form of Nxu Support Agreement (incorporated by reference to Exhibit 10.1 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.22

 Form of Verde Support Agreement (incorporated by reference to Exhibit 10.2 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.23

 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.24

 Voting Agreement and Irrevocable Proxy, dated as of October 23, 2024, by and between Nxu, Inc. and Mark Hanchett (incorporated by reference to Exhibit 10.4 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.25+

 Form of Amendment to Employment Agreement, by and between Nxu, Inc. and each of Mark Hanchett and Annie Pratt (incorporated by reference to Exhibit 10.5 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.26+

 Executive Employment Agreement, dated as of October 23, 2024, by and between Nxu, Inc. and Sarah Wyant (incorporated by reference to Exhibit 10.6 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.27+

 Form of Board of Directors Agreement, by and between Nxu, Inc. and each of Jessica Billingsley and Britt Ide (incorporated by reference to Exhibit 10.7 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.28+

 Amendment to Restricted Stock Award Agreement, dated as of October 23, 2024, by and between Nxu, Inc. and Caryn Nightengale (incorporated by reference to Exhibit 10.8 of Nxu, Inc.'s Form 8-K filed with the SEC on October 24, 2024).

 10.29+*

 Board of Directors Agreement, dated January 13, 2025, by and between Nxu, Inc. and Erin Essenmacher.

 19.1*

 Policy Regarding Insider Trading and Dissemination of Inside Information.

 21.1*

 List of Subsidiaries of Nxu, Inc.

 23.1*

 Consent of Prager Metis CPAs LLC, independent registered public accounting firm for Nxu, Inc.

 24.1*

 Power of Attorney (included on the signature page to this Form 10-K).

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d – 14(a)

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d - 14(a)

 31.3***

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d – 14(a)

 31.4***

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d - 14(a)

 32.1**

 Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback Policy (incorporated by reference to Exhibit 97.1 of Nxu, Inc.'s Form 10-K filed with the SEC on April 1, 2024).

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101. PRE*

 104*

 * Previously filed with the Original Filing.

 ** Previously furnished with the Original Filing. This
exhibit should not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 *** Filed herewith.

 + Management contract or compensatory plan or arrangement.

 Portions of the exhibit have been omitted pursuant
to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy with any omitted information to the SEC upon request.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
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, on the 30 th day of April, 2025.

 NXU, INC.

 By:

 /s/ Mark Hanchett

 Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

 Signature

 Title

 Date

 /s/ Mark Hanchett

 Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

 *

 Annie Pratt

 President and Director

 *

 Sarah Wyant

 Chief Financial Officer

(Principal Financial and Principal Accounting Officer)

 *

 Britt Ide

 *

 Jessica Billingsley

 *

 Erin Essenmacher

 *By:

 /s/ Mark Hanchett

 Attorney-in-Fact