Amended Statement of Beneficial Ownership (sc 13d/a)
September 03 2021 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
Electric
Last Mile Solutions, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
28489L104
(CUSIP
Number)
Jason
Luo
AJ
Capital Investment, LLC
Luo Pan Investment II, LLC
1055
W. Square Lake Road
Troy,
Michigan 48098
(888) 825-9111
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
30, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
|
1
|
|
NAME
OF REPORTING PERSONS
AJ
Capital Investment, LLC
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
|
SEC
USE ONLY
|
|
4
|
|
SOURCE
OF FUNDS
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
42,868,416
|
|
|
8
|
|
SHARED
VOTING POWER
0
|
|
|
9
|
|
SOLE
DISPOSITIVE POWER
42,868,416
|
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,868,416
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6%*
|
|
14.
|
|
TYPE
OF REPORTING PERSON
HC
|
|
*
|
Percent of class is calculated
based on 124,027,012 shares of common stock, par value $0.0001 (the “Common Stock”), of Electric Last Mile Solutions,
Inc. (the “Issuer”) outstanding as of August 11, 2021, as reported by the Issuer in its Quarterly Report on Form 10-Q
filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 13, 2021 (the “10-Q”).
|
|
1
|
|
NAME
OF REPORTING PERSONS
Luo
Pan Investment II, LLC
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
|
SEC
USE ONLY
|
|
4
|
|
SOURCE
OF FUNDS
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
16,423,458
|
|
|
8
|
|
SHARED
VOTING POWER
0
|
|
|
9
|
|
SOLE
DISPOSITIVE POWER
16,423,458
|
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,423,458
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%*
|
|
14.
|
|
TYPE
OF REPORTING PERSON
HC
|
|
*
|
Percent of class is calculated
based on 124,027,012 shares of Common Stock of the Issuer outstanding as of August 11, 2021, as reported by the Issuer in the 10-Q.
|
|
1
|
|
NAME
OF REPORTING PERSONS
Jason
Luo
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
3
|
|
SEC
USE ONLY
|
|
4
|
|
SOURCE
OF FUNDS
OO
|
|
5
|
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE
VOTING POWER
59,291,874
|
|
|
8
|
|
SHARED
VOTING POWER
0
|
|
|
9
|
|
SOLE
DISPOSITIVE POWER
59,291,874
|
|
|
10
|
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,291,874
|
|
12
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.8%*
|
|
14.
|
|
TYPE
OF REPORTING PERSON
IN
|
|
*
|
Percent of class is calculated
based on 124,027,012 shares of Common Stock of the Issuer outstanding as of August 11, 2021, as reported by the Issuer in the 10-Q.
|
This
Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on July 6, 2021 (“Original Schedule 13D” and, together with
this Amendment No. 1, “Schedule 13D”), and is being filed by the Reporting Persons with respect to their shares of Common
Stock. Except as specifically set forth herein, the Original Schedule 13D remains unmodified. Capitalized terms used but not defined
in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Item
3 of Schedule 13D is hereby amended by adding the following:
On
August 30, 2021, the Board of Directors of the Issuer, as detailed in the Merger Agreement, granted certain restricted stock units to
executives and employees of the Issuer, the vesting conditions of which are the same as the requirements for the satisfaction of the
earnout conditions with respect to the Earnout Shares (the “Earnout RSUs”). Mr. Luo received a grant of 6,000,000 Earnout
RSUs. The determination of whether or not any or all of the Earnout RSUs will vest has not been made as of the date of the filing of
this Schedule 13D.
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Item
6 of Schedule 13D is hereby amended by adding the following:
Earnout
Restricted Stock Unit Award
As
referenced in Item 3 above, Mr. Luo received a grant of 6,000,000 Earnout RSUs. The terms of the Earnout RSUs are governed by the Electric
Last Mile Solutions, Inc. 2020 Incentive Plan and the Restricted Stock Unit Award Agreement (Earnout Shares) between the Issuer and Mr.
Luo, and the Earnout RSUs have vesting conditions that are substantially similar to the requirements for the satisfaction of the earnout
conditions with respect to the Earnout Shares.
The
foregoing descriptions of the Electric Last Mile Solutions, Inc. 2020 Incentive Plan and the Restricted Stock Unit Award Agreement (Earnout
Shares) do not purport to be complete and are qualified in their entirety by reference to the full text of such plan and the form of
such agreement, each of which is an exhibit to this Schedule 13D.
|
ITEM 7.
|
MATERIAL TO BE FILED AS
EXHIBITS
|
Item
7 of Schedule 13D is hereby amended by adding the following:
|
††
|
Indicates
a management contract or compensatory plan
|
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
September 3, 2021
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AJ CAPITAL INVESTMENT,
LLC
|
|
|
|
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/s/
Jason Luo
|
|
|
Name:
|
Jason Luo
|
|
|
Title:
|
Member
|
|
|
LUO PAN INVESTMENT II, LLC
|
|
|
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/s/ Jason
Luo
|
|
|
Name:
|
Jason Luo
|
|
|
Title:
|
Manager
|
|
|
|
|
|
/s/ Jason
Luo
|
|
|
Name:
|
Jason Luo
|
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