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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RumbleOn, Inc.

(Name of Issuer)

Class B Common Stock, $0.001 par value

(Title of Class of Securities)

781386305

(CUSIP Number)

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 5, 2023

(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.

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, as amended (“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).

This Amendment No. 2 to Schedule 13D is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to the shares of Class B Common Stock, $0.001 par value (the “Common Stock”) of RumbleOn, Inc., a Nevada corporation (the “Issuer”), initially filed with the U.S. Securities and Exchange Commission on August 11, 2023, as amended and/or supplemented by Amendment No. 1 to the Schedule 13D filed on September 5, 2023 (as amended, the “Schedule 13D”). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

“On December 5, 2023, Partners acquired an additional 2,426,499 shares of Class B Common Stock of the Issuer pursuant to the exercise of its Subscription Rights issued in connection with the Rights Offering, at an effective purchase price of $5.50 per share of Class B Common Stock of the Issuer.

On December 8, 2023, pursuant to the Purchase Agreement, Partners acquired an additional 1,721,645 shares of Class B Common Stock of the Issuer, at an effective purchase price of $5.50 per share of Class B Common Stock of the Issuer.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.”

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

“As disclosed in the Issuer’s press release, dated December 6, 2023 (the “Completion of the Rights Offering Press Release”), the subscription period of the Rights Offering expired at 5:00 P.M. Eastern Time, on December 5, 2023. In connection therewith, on December 5, 2023, Partners acquired 2,426,499 shares of Class B Common Stock of the Issuer pursuant to the exercise of its Subscription Rights issued in connection with the Rights Offering.

On December 8, 2023, pursuant the terms of the previously disclosed backstop private placement of the Issuer pursuant to the Purchase Agreement, because the Rights Offering was not fully subscribed, the Issuer issued and sold to the Standby Purchasers 3,443,289 Backstop Securities at an exercise price of $5.50 per share for an aggregate purchase price of $18,938,090 (the “Backstop Purchase”). In particular, with respect to Stone House, the Issuer issued and sold to Partners 1,721,645 Backstop Securities at an exercise price of $5.50 per share for an aggregate purchase price of $9,469,047.

The foregoing descriptions of the Rights Offering and the Backstop Purchase do not purport to be complete and are qualified in their entirety by reference to the Completion of the Rights Offering Press Release, dated December 6, 2023, and the Issuer’s current report on Form 8-K, dated December 11, 2023, each of which are incorporated herein by reference to Exhibit 99.7 and Exhibit 99.8 to this Schedule 13D, respectively.”

Item 5. Interest in Securities of the Issuer

Item 5(c) is hereby amended and restated in its entirety as follows:

“(c)  Other than as set forth in Item 3 or Item 4 of this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.”

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

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.

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