Amendment: SEC Form SC 13D/A filed by Motorcar Parts of America Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Motorcar Parts of America, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

620071100

(CUSIP Number)

Michael Braner

325 Capital LLC

200 Park Avenue 17^th Floor

New York, NY 10016

(646) 774-2904

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 26, 2024

(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 ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              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 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 (however, see the Notes).

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Items 4 is hereby amended to add the following:

On July 26, 2024, the Issuer announced the nomination of Anil Shrivastava for election to the board of directors of the Issuer at the Issuer’s 2024 annual meeting of stockholders scheduled to be held on September 5, 2024.

Items 5(a) and (b) are hereby amended and restated to read as follows:

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 30, 2024