0001819493 2026-06-05 2026-06-05 0001819493 1 2026-06-05 2026-06-05 0001819493 2 2026-06-05 2026-06-05 0001819493 3 2026-06-05 2026-06-05 0001819493 4 2026-06-05 2026-06-05 0001819493 5 2026-06-05 2026-06-05 0001819493 6 2026-06-05 2026-06-05 0001819493 7 2026-06-05 2026-06-05 0001819493 8 2026-06-05 2026-06-05 0001819493 9 2026-06-05 2026-06-05 0001819493 10 2026-06-05 2026-06-05 0001819493 11 2026-06-05 2026-06-05 0001819493 12 2026-06-05 2026-06-05 iso4217:USD pure S-3 S-3 EX-FILING FEES 0001819493 Xos, Inc. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 0.0001381 S-3 Xos, Inc. Equity Common Stock, $0.0001 par value per share true Equity Preferred Stock, $0.0001 par value per share true Debt Debt Securities true Other Warrants true Other Units true false Unallocated (Universal) Shelf true 19986343.00 0.0001381 2760.11 Equity Common Stock, $0.0001 par value per share true S-3 333-272284 2023-05-31 Equity Preferred Stock, $0.0001 par value per share true S-3 333-272284 2023-05-31 Debt Debt Securities true S-3 333-272284 2023-05-31 Other Warrants true S-3 333-272284 2023-05-31 Other Units true S-3 333-272284 2023-05-31 Unallocated (Universal) Shelf true 80013657.00 S-3 333-272284 2023-06-08 8817.50 100000000.00 2760.11 0.00 0.00 2760.11 Note 1.a. We are registering an indeterminate number of shares of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities and units consisting of some or all of the foregoing securities, each of which may be offered from time to time at prices to be determined at the time of any such offering. The aggregate offering price of these securities will not exceed $100,000,000. Any securities registered hereunder may be sold separately from, or together in the same offering with, other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of shares of common stock, preferred stock or debt securities that may be issued upon the exercise of warrants registered hereunder or, in the case of common stock and preferred stock, upon the conversion of or in exchange for, or pursuant to the antidilution provisions of, debt securities registered hereunder. Note 1.b. The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security in reliance on Rule 457(o) under the Securities Act of 1933 and General Instruction II.D of Form S-3 under the Securities Act of 1933. Note 1.c. Each Unit will consist of some or all of the securities listed above, in any combination. Note 1.d. The maximum aggregate offering price was estimated solely for the purposes of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered by the registrant on the registrant's shelf registration statement on Form S-3 (File No. 333-272284), filed on May 30, 2023 and declared effective on June 8, 2023 (the "Prior Registration Statement"). The Prior Registration Statement registered the offer and sale of up to $100,000,000 of an indeterminate number of shares of common stock, preferred stock, debt securities, warrants, and/or units. Of such securities, $80,013,657.00 remains unsold (the "Unsold Shelf Securities"), all of which the registrant has determined to include in this registration statement. In connection with the registration of the Unsold Shelf Securities on the Prior Registration Statement, the registrant paid a registration fee of $11,020 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The registrant is not required to pay any additional registration fee with respect to the Unsold Shelf Securities being included in this registration statement in reliance on Rule 415(a)(6), because such Unsold Shelf Securities (and associated registration fees) are being carried over from the Prior Registration Statement to this registration statement. Accordingly, the amount of registration fee in the table above reflects only the registration fee attributable to the $19,986,343.00 of new securities registered on this registration statement. The registration fee previously paid by the registrant relating to the Unsold Shelf Securities included on this registration statement will continue to be applied to such Unsold Shelf Securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Shelf Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Shelf Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Shelf Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement.