SEC Form SC 13G filed by Evo Acquisition Corp.

$EVOJ
Consumer Electronics/Appliances
Industrials
Get the next $EVOJ alert in real time by email
SC 13G 1 ea155550-sc13gsponsor_evoacq.htm SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

 

Evo Acquisition Corp.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

30052G 108

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement) 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  Rule 13d-1(b)

 

  Rule 13d-1(c)

 

  Rule 13d-1(d)

 

* 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).

 

 

 

 

 

 

CUSIP No. 30052G 108

 

1. 

Names of Reporting Persons

 

Evo Sponsor LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

5.

Sole Voting Power

 

3,125,125 (1)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

3,125,125 (1)(2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,125,125  (1)(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

See footnote (2) below.

11.

Percent of Class Represented by Amount in Row (9)

 

20%(1)(2)(3)

12.

Type of Reporting Person (See Instructions)

 

OO

 

2

 

 

CUSIP No. 30052G 108

 

1. 

Names of Reporting Persons

 

Michael Lerch

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☐        (b)  ☐

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With:

5.

Sole Voting Power

 

0

6.

Shared Voting Power

 

3,125,125 (1)

7.

Sole Dispositive Power

 

0

8.

Shared Dispositive Power

 

3,125,125 (1)(2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

3,125,125 (1)(2)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

See footnote (2) below.

11.

Percent of Class Represented by Amount in Row (9)

 

20%(1)(2)(3)

12.

Type of Reporting Person (See Instructions)

 

OO

 

(1) See Item 4. These are the Issuer’s shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-252248 and 333-252869). Mr. Lerch is the managing member of Evo Sponsor LLC (the “Sponsor”). Consequently, he may be deemed the beneficial owner of the shares held by the Sponsor and share voting and dispositive control over such securities. Mr. Lerch disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

 

(2) Excludes 4,250,100 shares which may be purchased by exercising warrants that are not presently exercisable.

 

(3) Based on 12,500,500 shares of Class A common stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Current Report on Form 10-Q filed with the Commission November 8, 2021, and assuming the conversion of all the shares of Class B common stock held by the Sponsor.

 

3

 

 

Item 1(a). Name of Issuer

 

Evo Acquisition Corp. (the “Issuer”)

 

Item 1(b). Address of the Issuer’s Principal Executive Offices

 

10 Stateline Road
Crystal Bay, Nevada 89402

 

Item 2(a). Names of Persons Filing

 

Evo Sponsor LLC, Michael Lerch (the “Reporting Person”)

 

Item 2(b). Address of the Principal Business Office, or if none, Residence:

 

10 Stateline Road
Crystal Bay, Nevada 89402

 

Item 2(c). Citizenship

 

Evo Sponsor LLC is a limited liability company formed in Delaware. Michael Lerch is a citizen of the United States of America.

 

Item 2(d). Title of Class of Securities

 

Class A common stock, $0.0001 par value per share.

 

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted bases, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

 

4

 

 

Item 2(e). CUSIP Number

 

30052G 108

 

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  (a) Broker or Dealer registered under Section 15 of the Exchange Act.
     
  (b) Bank as defined in Section 3(a)(b) or the Exchange Act.
     
  (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
  (d) Investment company registered under Section 8 of the Investment Company Act.
     
  (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
     
  (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
     
  (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

 

  (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
  (i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
     
  (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
     
    Not applicable

 

Item 4. Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Sponsor may be deemed to beneficially own 3,125,125 of the Issuer’s shares of Class B common stock, representing 20% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock of the Reporting Persons. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File Nos. 333-252248 and 333-252869).

 

The percentage of the shares of Class B common stock held by the Reporting Persons is based on 12,500,500 shares of Class A common stock issued and outstanding as of November 8, 2021, as reported in the Issuer’s Current Report on Form 10-Q filed with the Commission on November 8, 2021, and assuming the conversion of all the shares of Class B common stock held by the Sponsor.

 

The Sponsor is the record holder of the Class B common stock reported herein. Michael Lerch is the managing member of the Sponsor. Consequently, he may be deemed the beneficial owner of the Class B common stock held by the Sponsor and share voting and dispositive control over such securities. Michael Lerch disclaims any beneficial ownership of the reported Class B common stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

 

5

 

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9. Notice of Dissolution of Group

 

Not Applicable

 

Item 10. Certification

 

Not Applicable

 

6

 

 

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.

 

DATE: February 14, 2022

 

 

EVO SPONSOR LLC,

  a Delaware limited liability company

 

  By: /s/ Michael Lerch
  Name:  Michael Lerch
  Title: Managing Member

   

  /s/ Michael Lerch
  Michael Lerch

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations

(See 18 U.S.C. 1001)

 

7

 

Get the next $EVOJ alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$EVOJ

DatePrice TargetRatingAnalyst
More analyst ratings

$EVOJ
Press Releases

Fastest customizable press release news feed in the world

See more
  • Evo Acquisition Corp. Announces Intent to Liquidate

    Crystal Bay, Nevada, May 04, 2023 (GLOBE NEWSWIRE) --  Evo Acquisition Corp. ("Evo") (NASDAQ:EVOJ) announced, announced today that it intends to liquidate as soon as practicable on or after May 8, 2023 and to return funds to holders of its shares of Class A common stock. In view of the previously announced termination of Evo's Business Combination Agreement with 20Cube Logistics Pte. Ltd. and certain other parties, the Board of Directors of Evo has determined not to further extend the deadline date in which Evo is required to consummate a business combination beyond the current expiration date, May 8, 2023. After satisfying its liabilities for expenses and working capital loans, Evo

    $EVOJ
    Consumer Electronics/Appliances
    Industrials
  • Evo Acquisition Corp. Announces Termination of Business Combination Agreement with 20Cube Logistics Pte. Ltd.

    Crystal Bay, Nevada, April 26, 2023 (GLOBE NEWSWIRE) -- Evo Acquisition Corp. ("Evo") (NASDAQ:EVOJ) announced, announced today that Evo, 20Cube Logistics Solutions Pte. Ltd., Hollis Merger Sub, Inc., 20Cube Logistics Pte. Ltd. and certain holders of outstanding shares of 20Cube Logistics Pte. Ltd. have mutually agreed to terminate their previously announced business combination agreement, effective as of April 25, 2023. The business combination agreement was signed on October 18, 2022. The parties have signed an agreement terminating the business combination agreement on mutually acceptable terms, which also makes void the ancillary documents.   Additional Information and Where to Find I

    $EVOJ
    Consumer Electronics/Appliances
    Industrials
  • Evo Acquisition Corp. Receives Nasdaq Notifications Regarding Market Value of Listed Securities and Public Float

    Crystal Bay, Nevada, April 06, 2023 (GLOBE NEWSWIRE) --  Evo Acquisition Corp. (the "Company") (NASDAQ:EVOJ) announced that on April 3, 2023, it received a letter (the "MVLS Notice") from the listing qualifications department staff of The Nasdaq Stock Market ("Nasdaq") notifying the Company that for the last 30 consecutive business days, the Company's Market Value of Listed Securities ("MVLS") was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the "Market Value Standard"). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 2, 2023, to regain co

    $EVOJ
    Consumer Electronics/Appliances
    Industrials

$EVOJ
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$EVOJ
SEC Filings

See more

$EVOJ
Financials

Live finance-specific insights

See more

$EVOJ
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more