YAYO YayYo Inc (CE)

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D previously filed by Acuitas Group Holdings, LLC, a California limited liability company (“Acuitas”), and Terren S. Peizer (“Mr. Peizer” and, together with Acuitas, the “Reporting Persons”) on February 4, 2021 (the “Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on March 2, 2021 and Amendment No. 2 to the Schedule 13D filed on March 8, 2022 (collectively, the “Original Schedule”), relating to the common stock, $0.000001 par value per share (the “Shares”), of EVmo, Inc., a Delaware corporation (the “Company”). Except as specifically amended by this Amendment, items in the Original Schedule are unchanged. Capitalized terms used herein that are not defined have the meaning ascribed to them in the Original Schedule.

Item 3 of the Original Schedule is hereby amended and supplemented to include the following paragraph to the end of the item:

On March 9, 2022, the Reporting Persons purchased 1,192,320 Shares, in a series of open market transactions, at prices ranging from $0.38-$0.43 for an aggregate purchase price of $0.42, or $498,631.92. The source of funds used for these transactions was the working capital of Acuitas.

The information set forth in Item 3 of this Amendment is incorporated herein by reference. Item 4 of the Original Schedule is hereby amended and supplemented to include the following sentence to the end of the item:

The purchase of 1,192,320 Shares on March 9, 2022 was made solely for investment purposes.

The information set forth in the cover pages and Item 3 of this Amendment is incorporated herein by reference. Item 5 of the Original Schedule is deleted in its entirety and replaced with the following:

(a) Each of the Reporting Persons may be deemed to have beneficial ownership of 12,487,019 Shares, which Shares are held directly by Acuitas and represent approximately 18.8% of the Shares, based on 66,321,667 Shares issued and outstanding as of the date of this Amendment, which is the sum of (i) 35,769,524 Shares issued and outstanding as of January 3, 2022, as disclosed in the prospectus filed by the Company with the Securities & Exchange Commission on January 5, 2022 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Prospectus”), (ii) 27,400,000 Shares issued by the Company in a firm commitment public offering pursuant to that certain underwriting agreement dated January 3, 2022 by and between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named on Schedule I attached thereto, as described in the Prospectus, and (iii) 3,152,143 Shares issued by the Company to the holder of 230,375 shares of Series B convertible preferred stock, par value $0.000001 per share (the “Preferred Stock”), as the result of a partial conversion thereof, effective as of January 20, 2022, made pursuant to the terms of Section 5(h) of the Certificate of Designations, Preferences and Rights of the Preferred Stock dated July 8, 2021.

(b) Each of the Reporting Persons may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all 12,487,019 Shares.

(c) Except as described in Item 3 of this Amendment, the Reporting Persons had no transactions in the Shares during the sixty (60) days preceding the date of filing of this Amendment.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.