Statement of Ownership (sc 13g)
April 01 2022 - 12:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. _)*
MULLEN
AUTOMOTIVE INC. |
(Name
of Issuer) |
|
Common
Stock, $0.001 par value per share |
(Title
of Class of Securities) |
|
62526P109
|
(CUSIP
Number) |
|
November
5,2021 |
(Date
of Event Which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐ |
Rule
13d-1(b) |
|
☒ |
Rule
13d-1(c) |
|
☐ |
Rule
13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required in 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 (however, see the Notes).
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TDR
Capital Pty Limited |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
10,282,777
Shares
|
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
10,282,777
Shares
|
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,282,777
Shares
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
|
1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Timothy
Davis-Rice |
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
|
(a)
☐
(b)
☐ |
3 |
SEC
USE ONLY
|
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
10,282,777
Shares
|
6 |
SHARED
VOTING POWER
0
Shares |
7 |
SOLE
DISPOSITIVE POWER
10,282,777
Shares
|
8 |
SHARED
DISPOSITIVE POWER
0
Shares |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,282,777
Shares
|
|
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
|
|
12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
Item
1(a). |
Name
of Issuer: |
|
|
|
Mullen
Automotive Inc. |
|
|
Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
|
|
|
1405
Pioneer Street, Brea, California 92821 |
|
|
Item
2(a). |
Name
of Person Filing: |
|
|
|
This
Statement is filed by TDR Capital Pty Limited and Timothy Davis-Rice (the “Reporting Persons”). |
|
|
|
Timothy
Davis-Rice is the sole director of TDR Capital Pty Limited and may be deemed to have sole power to vote and sole power to dispose
of shares of the issuer directly owned by TDR Capital Pty Limited. |
|
|
Item
2(b). |
Address
of Principal Business Office or, if None, Residence: |
|
|
|
The
address of the principal business office of the Reporting Persons is: |
|
|
|
4
Murchison Street, Mittagong, NSW 2575, Australia |
|
|
Item
2(c). |
Citizenship: |
|
|
|
TDR
Capital Pty Limited is an Australian private
company limited by shares. Timothy Davis-Rice is a citizen of Australia. |
|
|
Item
2(d). |
Title
of Class of Securities: |
|
|
|
Common
Stock, par value $0.001 per share |
|
|
Item
2(e). |
CUSIP
Number: |
|
|
|
62526P
109 |
|
|
Item
3. |
If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
|
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
|
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
|
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b)(ii)(E); |
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) |
|
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
|
(j) |
☐ |
A
non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). |
|
(k) |
☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
Item
4. |
Ownership. |
|
|
|
(a)
Amount Beneficially Owned: 10,282,777 shares of Common Stock.
|
|
|
|
(b)
Percent of Class: 5.5%. This percentage is calculated based on 188,118,436 shares of
common stock outstanding as of March 1, 2022.
|
|
|
|
(c)
Number of shares as to which the person has
|
|
(i)
Sole power to vote or direct the vote: 10,282,777 |
|
(ii)
Shared power to vote or direct the vote: 0 |
|
(iii)
Sole power to dispose or direct the disposition: 10,282,777 |
|
(iv)
Shared power to dispose or direct the disposition: 0 |
Item
5. |
Ownership
of Five Percent or Less of a Class |
|
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: ☐
|
|
|
Item
6. |
Ownership
of More than Five Percent on Behalf of Another Person. |
|
|
|
None. |
|
|
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
|
None. |
|
|
Item
8. |
Identification
and Classification of Members of the Group. |
|
|
|
None. |
|
|
Item
9. |
Notice
of Dissolution of Group. |
|
|
|
None. |
|
|
Item
10. |
Certifications. |
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
April 01, 2022 |
|
|
|
|
TDR
Capital Pty Limited |
|
|
|
|
By: |
/s/
Timothy Davis-Rice |
|
Name: |
Timothy
Davis-Rice |
|
Title: |
Sole
Director |
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