{"url_path":"/sec/evtv/8-k/2026-05-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **         **Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","accession_number":"0001437749-26-017874","cik":"0001563568","ticker":"EVTV","issuer_name":"AZIO AI HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1563568/0001437749-26-017874-index.html","primary_entity_key":"0001563568","primary_entity_name":"Envirotech Vehicles, Inc."},"word_count":617,"has_tables":true,"body_markdown":"**Item 8.01.**         **Other Events.**\n\n \n\nOn May 20, 2026, the Company issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.\n\n \n\n**Important Information About the Proposed Transaction**\n\n \n\nIn connection with the proposed Merger, the Company intends to file with the SEC the Registration Statement that will include a proxy statement of the Company and a prospectus of the Company, as well as other relevant documents concerning the proposed Merger. Investors and stockholders are urged to read the Registration Statement and the proxy statement/prospectus included therein and any other relevant documents filed with the SEC when they become available, because they will contain important information about the Company, Azio AI, and the proposed Merger. Investors and stockholders will be able to obtain copies of those documents free of charge at the SEC's website at www.sec.gov and from the Company's website at www.evtvusa.com/company/investor-relations/.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, Azio AI, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from EVTV's stockholders with respect to the proposed Merger under the rules of the SEC. Information about the directors and executive officers of EVTV is set forth in its Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 13, 2026, and in subsequent Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Registration Statement, the proxy statement/prospectus, and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described above.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains \"forward-looking statements\" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the proposed Merger, the expected timeline for completing the proposed Merger, the anticipated benefits of the proposed Merger, and any other statements about the Company's or Azio AI's future expectations, beliefs, goals, plans, or prospects. Forward-looking statements are subject to risks and uncertainties that could cause actual outcomes and results to differ materially from those expressed or implied by such forward-looking statements, including the risk that the proposed Merger will not be consummated within the expected time period or at all; the risk that a condition to closing the Merger may not be satisfied; the failure to obtain EVTV stockholder approval; changes in applicable laws or regulations; the possibility that the anticipated benefits of the proposed Merger are not realized when expected or at all; and other risks and uncertainties discussed in the Company's filings with the SEC. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date of this filing except as required by applicable securities laws."}