Amendment: SEC Form SC 13D/A filed by RumbleOn Inc.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)*

RumbleOn, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.001 per share

(Title of Class of Securities)

781386305

(CUSIP Number)

Mark Tkach

1188 East Camelback Road

Phoenix, AZ 85014

(602) 532-4600

with a copy to:

Kellie L. Bobo, Esq.

Haynes and Boone, LLP

98 San Jacinto Boulevard, Suite 1500

Austin, Texas 78701

(512) 867-8411

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 6, 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 Rule 13d-7 for other parties to whom copies are to be sent.

*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. 9 (“Amendment No. 9”) to the Schedule 13D originally filed on March 6, 2023 (the “Schedule 13D”) with the Securities and Exchange Commission by William Coulter (“Mr. Coulter”) and Mark Tkach (“Mr. Tkach”), as amended by Amendment No. 1 filed on March 15, 2023, Amendment No. 2 filed on May 16, 2023, Amendment No. 3 filed on June 20, 2023, Amendment No. 4 filed on July 3, 2023, Amendment No. 5 filed on August 18, 2023, Amendment No. 6 filed on September 11, 2023, Amendment No. 7 filed on December 12, 2023, and Amendment No. 8 filed on November 18, 2024 (the Schedule 13D as so amended, the “Amended Schedule 13D”), with respect to the Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), of RumbleOn, Inc., a Nevada corporation (the “Issuer”). This Amendment No. 9 amends the Amended Schedule 13D as specifically set forth herein. Other than as set forth below, the Amended Schedule 13D is unmodified. Capitalized terms not defined herein have the meanings given to such terms in the Amended Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

Pursuant to the previously disclosed Rights Offering Term Sheet in connection with the previously disclosed 2024 Rights Offering, on November 26, 2024, the Issuer entered into a Support and Standby Purchase Agreement (the “2024 Support and Standby Purchase Agreement”) with the Backstop Investor and the Supporting Investors. The 2024 Support and Standby Purchase Agreement provides that, among other things: (i) in connection with the 2024 Rights Offering, as of the close of business on November 25, 2024 (the “2024 Rights Offering Record Date”), the Issuer will distribute the 2024 Subscription Rights at no charge to Eligible Securityholders to subscribe for and purchase shares of Class B Common Stock of the Issuer at a Subscription Price of $4.18 per share; and (ii) the Supporting Investors will exercise all of their respective 2024 Subscription Rights in full prior to the expiration of the 2024 Rights Offering.

The 2024 Support and Standby Purchase Agreement allocates the several obligations for each Supporting Investor to exercise his respective 2024 Subscription Rights in full prior to the expiration of the 2024 Rights Offering as follows: (i) Mr. Tkach: 18.145%; and (ii) Mr. Coulter: 17.897%. Mr. Tkach and Mr. Coulter are not entitled to receive a fee for the commitment made by each of them under the 2024 Support and Standby Purchase Agreement. Mr. Tkach and Mr. Coulter are, however, entitled to receive reimbursement of reasonable expenses related to the 2024 Support and Standby Purchase Agreement and the 2024 Rights Offering. The 2024 Support and Standby Purchase Agreement also requires the Issuer to execute a registration rights agreement that provides registration rights to each Supporting Investor in respect of the Backstop Securities that were previously sold to them on December 8, 2023, under the Standby Purchase Agreement, originally dated August 8, 2023 and amended on November 20, 2023. Any party to the 2024 Support and Standby Purchase Agreement may terminate the agreement if the 2024 Rights Offering has not been consummated by December 31, 2024.

As disclosed in the Issuer’s current report on Form 8-K, dated November 26, 2024, the 2024 Subscription Rights will give Eligible Securityholders the ability to purchase up to 2,392,344 shares of Class B Common Stock. The 2024 Subscription Rights will expire and will have no value for Eligible Securityholders if they are not exercised prior to 5:00 p.m. Eastern Time on December 12, 2024. Each Eligible Securityholder will receive one 2024 Subscription Right for each share of either Class B Common Stock or Class A common stock of the Issuer, par value $0.001 per share, owned as of the 2024 Rights Offering Record Date.

The foregoing descriptions of the 2024 Rights Offering and the 2024 Support and Standby Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Issuer’s current report on Form 8-K, dated November 26, 2024, the 2024 Support and Standby Purchase Agreement, and the Issuer’s press release, dated November 26, 2024, which are each incorporated herein by reference to Exhibit 99.28, Exhibit 99.29, and Exhibit 99.30 to this Schedule 13D.

On November 11, 2024, Mr. Tkach and Mr. Coulter entered into a commitment letter (the “Pre-Owned Floor Plan Facility and SLB Commitment Letter”) pursuant to which Mr. Tkach and Mr. Coulter firmly committed to: (i) provide a floor plan financing facility of not less than $16.0 million of total committed availability to finance pre-owned powersports vehicle inventory (the “Pre-Owned Floor Plan Facility”) and (ii) enter into a sale leaseback transaction with the Issuer, which will consist of a sale by the Issuer of certain real property located in Daytona, Florida for $4.0 million and a subsequent triple-net lease back from the buyer at a lease rate of $25,666 per month of base rent plus a pass-through of triple-net charges, including property taxes, insurance, and maintenance and repair costs (the “SLB Transaction”). The base rent for the SLB Transaction is expected to increase by two percent annually, and the term of the lease will not be for less than ten years. The SLB Transaction is expected to close no later than December 31, 2024.

Pursuant to the Pre-Owned Floor Plan Facility and SLB Commitment Letter, on December 6, 2024, RumbleOn Dealers, Inc., a Delaware corporation (“RumbleOn Dealers”), as borrower, the Issuer, as a guarantor, Mr. Tkach and Mr. Coulter as lenders, and RideNow Management LLLP, an Arizona limited liability limited partnership, as administrative agent, entered into that certain Floor Plan Financing Agreement (the “Floor Plan Financing Agreement”). The Floor Plan Financing Agreement provides for the Pre-Owned Floor Plan Facility to be made available by Mr. Tkach and Mr. Coulter to RumbleOn Dealers. Advances under the Floor Plan Financing Agreement may be used by RumbleOn Dealers to enable it to acquire ownership of, or to reimburse it for the acquisition cost of, certain previously owned motorcycles (but excluding scooters), ATVs and UTVs. Borrowings under the Pre-Owned Floor Plan Facility shall bear interest based on term SOFR plus 5.00%. The Pre-Owned Floor Plan Facility will terminate on April 1, 2026, unless extended by agreement of the parties in accordance with the terms of the Floor Plan Financing Agreement. The Pre-Owned Floor Plan Facility is secured by a first priority security interest in the pre-owned powersports vehicle inventory financed thereunder.

The foregoing descriptions of the Pre-Owned Floor Plan Facility and SLB Commitment Letter, the SLB Transaction, the Floor Plan Financing Arrangement and the Pre-Owned Floor Plan Facility do not purport to be complete and are qualified in their entirety by reference to the Issuer’s current report on Form 8-K, dated November 11, 2024, and the Issuer’s current report on Form 8-K, dated December 6, 2024, which are each incorporated herein by reference to Exhibit 99.26 and Exhibit 99.31 to this Schedule 13D.

The information contained in Item 5 of the Amended Schedule 13D is hereby amended and restated as follows:

The aggregate percentage of the shares of Class B Common Stock reported owned by each Reporting Person is based on 35,320,954 shares of Class B Common Stock, $0.001 par value, outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2024, that was filed by the Issuer with the U.S. Securities and Exchange Commission on November 18, 2024.

Percentage: 17.9%

Percentage: 18.1%

Percentage 0.2%

Percentage 0.2%

Percentage 0.2%

Percentage 3.5%

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 12,730,429 shares of Class B Common Stock owned in the aggregate by all of the Reporting Persons, totaling 36.0% of the outstanding Class B Common Stock.  Each Reporting Person disclaims beneficial ownership of such shares of Class B Common Stock except to the extent of their pecuniary interest therein.

Item 6 of the Amended Schedule 13D is hereby amended to add the following:

The information contained in Item 4 of this Amendment No. 9 is incorporated herein by reference.

Item 7 of the Amended Schedule 13D is hereby amended to add the following:

Exhibit 99.28 – Current Report on Form 8-K, dated November 26, 2024 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission).

Exhibit 99.29 – Support and Standby Purchase Agreement, dated as of November 26, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission).

Exhibit 99.30 – Press Release, dated November 26, 2024 (incorporated by reference to Exhibit 99.7 to the Issuer’s Current Report on Form 8-K filed on November 26, 2024, by the Issuer with the U.S. Securities and Exchange Commission).

Exhibit 99.31 – Current Report on Form 8-K, dated December 6, 2024 (incorporated by reference to the Issuer’s Current Report on Form 8-K filed on December 6, 2024, by the Issuer with the U.S. Securities and Exchange Commission).

SIGNATURES

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: December 10, 2024