Amendment: SEC Form 8-A12B/A filed by Mullen Automotive Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Mullen Automotive Inc.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

If this form relates to the registration of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

MULLEN AUTOMOTIVE INC.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

This Amendment No. 1 (the “Amendment”) amends the Registration Statement on Form 8-A originally filed by Mullen Automotive Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 6, 2024. The Amendment is being filed to amend the description of preferred stock purchase rights (the “Rights”) of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement (as defined below).

On February 5, 2025, the Company entered into a First Amendment (the “First Amendment”) to the Rights Agreement dated as of May 1, 2024 (the “Rights Agreement”) with Continental Stock Transfer & Trust Company, a New York limited liability trust company, as Rights Agent. The First Amendment changes the governing law of the Rights Agreement from Delaware law to New York law.

On April 29, 2025, the Company entered into a Second Amendment (the “Second Amendment”) to the Rights Agreement. The Second Amendment extends the Final Expiration Date of the Rights Agreement until May 1, 2026, unless the Rights are earlier redeemed or exchanged by the Company. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Rights Agreement, a copy of which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the SEC on May 6, 2024, the First Amendment, a copy of which is filed as Exhibit 4.2(a) to the Registration Statement on Form S-1/A filed by the Company with the SEC on February 6, 2025, and the Second Amendment, a copy of which is filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the SEC on the date hereof, each of which is incorporated by reference into this Item 1.

The following exhibits are filed as a part of this Registration Statement:

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.