Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
March 26 2020 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
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¨
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December
31, 2019
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________
to _______________
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company
report _______________
Commission file number 000-55859
ELECTRAMECCANICA VEHICLES CORP.
(Exact name of Registrant specified in its
charter)
Not Applicable
(Translation of Registrant’s name
into English)
British Columbia, Canada
(Jurisdiction of incorporation or organization)
102 East 1st Avenue
Vancouver, British Columbia, Canada,
V5T 1A4
(Address of principal executive offices)
Bal Bhullar; (604) 428-7656; bal@electrameccanica.com
(Name, Telephone, Email and/or Facsimile
number and Address of Company Contact Person)
Securities registered or to be registered
pursuant to Section 12(b) of the Act.
Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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SOLO
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The Nasdaq Stock Market LLC
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Warrants, each to purchase one Common Share
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SOLOW
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The Nasdaq Stock Market LLC
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Securities registered or to be registered
pursuant to Section 12(g) of the Act.
Common Shares Without Par Value
(Title of Class)
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.
Common Shares Without Par Value
(Title of Class)
Number of outstanding shares of each of
the issuer’s classes of capital or common stock as of the close of business of the period covered by the annual report.
37,049,374 Common Shares Without Par
Value
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
If this report is an annual or transition
report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Yes ¨
No x
Indicate by check mark whether 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 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, or an emerging growth company. See definition of “accelerated
filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨
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Accelerated Filer ¨
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Non Accelerated Filer x
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Emerging Growth Company x
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If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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 pursuant to Section 13(a) of the Exchange
Act. ¨
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨
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International Financial Reporting Standards as issued
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Other ¨
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by the International Accounting Standards Board x
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If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act):
Yes ¨
No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether Registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
EXPLANATORY NOTE
ElectraMeccanica Vehicles Corp. (the “Company”)
is filing this Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 20-F for the fiscal year ended
December 31, 2019 originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (the “2020
Form 20-F”) to correct formatting errors that occurred in exhibits 13.1 and 15.1 of the 2020 Form 20-F as well as to add
conformed signatures to exhibits 15.1 and 15.2 of the 2020 Form 20-F.
This Amendment No. 1 consists solely of
the preceding cover page, this explanatory note, Item 19, the signature page, updated certifications from the Company’s principal
executive officer and principal financial officer as exhibits 12.1, 12.2 and 13.1 required by Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, and the restated exhibits 15.1 and 15.2.
Except as provided above, no other changes
have been made to the 2020 Form 20-F or to the audited financial statements as included in the 2020 Form 20-F.
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report
on Form 20-F:
3.1
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Notice of Articles(1)
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3.2
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Articles(1)
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4.1
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Share Certificate – Common Shares(1)
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10.1
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Executive Employment Agreement between the Company and Jerry Kroll, dated January 1, 2019(4)
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10.2
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Executive Services Agreement between the Company and Ian Ball, dated July 1, 2016(1)
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10.3
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Executive Services Agreement between the Company and Ed Theobald, dated July 1, 2016(1)
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10.4
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Consulting Agreement between the Company and BKB Management Ltd., dated January 1, 2019(4)
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10.5
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Executive Employment Agreement between the Company and Henry Reisner, dated January 1, 2019(4)
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10.6
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Independent Contractor Agreement between the Company and Isaac Moss, dated January 1, 2019(4)
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10.7
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Manufacturing Agreement between Chongqing Zongshen Automobile Co., Ltd. and the Company, dated September 29, 2017(2)+
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10.8
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Share Pledge Agreement between the Company and Jerry Kroll, dated October 16, 2017(3)
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12.1
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Section 302(a) Certification of CEO*
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12.2
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Section 302(a) Certification of CFO*
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13.1
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Section 906 Certifications
of CEO and CFO*
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14.1
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Code of Conduct and Ethics(2)
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15.1
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Consent of KPMG LLP, Chartered Professional Accountants*
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15.2
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Consent of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants*
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21.1
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List of Subsidiaries**
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99.1
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2015 Stock Option Plan(1)
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99.2
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Audit Committee Charter(2)
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99.3
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Nominating Committee Charter(2)
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99.4
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Compensation Committee Charter(2)
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99.5
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Corporate Governance and Human Resources Committee Charter(2)
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99.6
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Enterprise Risk Oversight Committee Charter(2)
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99.7
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Social Media Committee Charter(2)
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Notes:
*
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Filed herewith.
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**
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Previously filed as an exhibit to our Annual
Report on Form 20-F filed with the SEC on March 25, 2020
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+
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Confidential information has been omitted from the exhibit in places marked “****”and has been filed separately with the SEC.
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(1)
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Filed as an exhibit to our registration statement on Form F-1 as filed with the SEC on October 12, 2016 and incorporated herein by reference.
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(2)
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Filed as an exhibit to our annual report on Form 20-F as filed with the SEC on April 19, 2018 and incorporated herein by reference.
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(3)
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Filed as an exhibit to our registration statement on Form F-1 as filed with the SEC on February 1, 2018 and incorporated herein by reference.
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(4)
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Filed as an exhibit to our registration statement on Form F-3 as filed with the SEC on February 2, 2019 and incorporated herein by reference.
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SIGNATURES
The registrant certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
ElectraMeccanica Vehicles Corp.
Date: March 25, 2020.
By:
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/s/ Bal Bhullar
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Bal Bhullar
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Chief Financial Officer
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