SEC Form SC 13G filed by Mullen Automotive Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. _)*
| MULLEN AUTOMOTIVE INC. |
| (Name of Issuer) |
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
62526P109 |
| (CUSIP Number) |
| November 5,2021 |
| (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 in 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).
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TDR Capital Pty Limited |
|
| 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
Australia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,282,777 Shares |
| 6 | SHARED VOTING POWER
0 Shares | |
| 7 | SOLE DISPOSITIVE POWER
10,282,777 Shares | |
| 8 | SHARED DISPOSITIVE POWER
0 Shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,282,777 Shares |
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
|
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Timothy Davis-Rice |
|
| 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
Australia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,282,777 Shares |
| 6 | SHARED VOTING POWER
0 Shares | |
| 7 | SOLE DISPOSITIVE POWER
10,282,777 Shares | |
| 8 | SHARED DISPOSITIVE POWER
0 Shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,282,777 Shares |
|
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% |
|
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| Item 1(a). | Name of Issuer: |
| Mullen Automotive Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 1405 Pioneer Street, Brea, California 92821 | |
| Item 2(a). | Name of Person Filing: |
| This Statement is filed by TDR Capital Pty Limited and Timothy Davis-Rice (the “Reporting Persons”). | |
| Timothy Davis-Rice is the sole director of TDR Capital Pty Limited and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by TDR Capital Pty Limited. | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The address of the principal business office of the Reporting Persons is: | |
| 4 Murchison Street, Mittagong, NSW 2575, Australia | |
| Item 2(c). | Citizenship: |
| TDR Capital Pty Limited is an Australian private company limited by shares. Timothy Davis-Rice is a citizen of Australia. | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $0.001 per share | |
| Item 2(e). | CUSIP Number: |
| 62526P 109 | |
| 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)(6) of 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)(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)(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) | ☐ | A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| Item 4. | Ownership. |
(a) Amount Beneficially Owned: 10,282,777 shares of Common Stock. | |
(b) Percent of Class: 5.5%. This percentage is calculated based on 188,118,436 shares of common stock outstanding as of March 1, 2022. | |
(c) Number of shares as to which the person has |
| (i) Sole power to vote or direct the vote: 10,282,777 | |
| (ii) Shared power to vote or direct the vote: 0 | |
| (iii) Sole power to dispose or direct the disposition: 10,282,777 | |
| (iv) Shared power to dispose or direct the disposition: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| None. | |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| None. | |
| Item 8. | Identification and Classification of Members of the Group. |
| None. | |
| Item 9. | Notice of Dissolution of Group. |
| None. | |
| Item 10. | Certifications. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
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.
| Dated: April 01, 2022 | ||
TDR Capital Pty Limited | ||
| By: | /s/ Timothy Davis-Rice | |
| Name: | Timothy Davis-Rice | |
| Title: | Sole Director | |