Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety.




Item 8.01 Other Events.

          As previously disclosed, on January 8, 2021, Ideanomics, Inc.
          ("Ideanomics") entered into an agreement and plan of merger (the
          "Agreement") to acquire 100% of privately held Wireless Advanced
          Vehicle Electrification, Inc. ("WAVE") for an aggregate purchase price
          of $50,000,000 in a combination of $15,000,000 of cash and $35,000,000
          worth of Ideanomics stock as consideration (the "Transaction"), subject
          to customary purchase price adjustments set forth in the Agreement.
          WAVE is a provider of wireless charging solutions for medium and
          heavy-duty electric vehicles. The Agreement was previously disclosed in
          the Company's Current Report on Form 8-K filed with the Commission on
          January 8, 2021, Item 1.01 of which is incorporated by reference
          herein. The Company issued the shares of its common stock in reliance
          on exemptions from registration provided by Section 4(a)(2) of the
          Securities Act, Rule 506 of Regulation D promulgated thereunder and/or
          Regulations S under the Securities Act.

          On January 15, 2021, Ideanomics closed the Transaction.

          The Agreement contains customary representations, warranties,
          covenants, termination rights and indemnities of the parties.
          Non-fundamental representations and warranties survive for 18 months
          following the closing date and fundamental representations and
          warranties survive either indefinitely or for the statute of
          limitations. The Agreement also contains mutual
          indemnification obligations of the parties thereto on customary
          grounds. The indemnification obligations of the parties are capped at
          $5,000,000 for non-fundamental representations and warranties. The
          indemnification obligations of the parties for breaches of
          non-fundamental representations and warranties are subject to a
          $250,000 deductible, except in the case of fraud. The Agreement
          contains customary covenants.

          Pursuant to the Agreement certain employees of WAVE entered into
          non-competition and solicitation agreements, and that Ideanomics agreed
          to fund $25,000,000 in growth capital to WAVE over the course of the
          two years following closing. Under the terms of the Agreement,
          $5,000,000 of the cash consideration portion of the purchase price
          shall be placed in an indemnity escrow to satisfy future
          indemnification obligations of the parties (if any). The Agreement also
          provides that $10,000,000 of the Ideanomics share consideration shall
          be held back at closing, to be released upon the receipt of certain
          consents to the Transaction not obtained prior to closing. If any such
          consent is not obtained within six months following the closing date,
          the portion of the $10,000,000 allocated to such consent in the
          Agreement will not be issued to the sellers.

          In addition to the purchase price to be paid at closing, the Agreement
          contains three earnouts that could result in an additional payment of
          up to $30,000,000 to the sellers based upon: (i) revenue and gross
          profit margin metrics in calendar year 2021; (ii) revenue and gross
          profit margin metrics in calendar year 2022 and (iii) revenue and gross
          profit margin metrics for 2021 and 2022 collectively.  Ideanomics has
          also agreed to a performance and retention plan for the benefit of
          certain WAVE's employees which could result in up to $10,000,000 paid
          to such employees if certain gross revenue targets and certain gross
          profit margins are achieved for 2021 and 2022.

          The foregoing description of the Agreement and the Transaction does not
          purport to be complete, and is qualified in its entirety by reference
          to the terms and conditions of the Agreement, a copy of which is filed
          as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
          reference herein.

Item 9.01 Financial Statements and Exhibits






d) Exhibits



Exhibit No.   Description
  10.1          Agreement and Plan of Merger by and among Ideanomics, Inc. and the
              stockholders of Wireless Advanced Vehicle Electrification, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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