SEC Form SC 13G filed by Phoenix Motor Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Phoenix Motor Inc

(Name of Issuer)

Common Shares, with a par value $0.0004 per share

(Title of Class of Securities)

71910P203

(CUSIP Number)

November 22, 2022

(Date of Event, which Requires Filing of this Statement)

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

*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 the 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 purposes of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act out shall be subject to all other provisions of the Act, (however, see the Notes).

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

Item 1.

Phoenix Motor Inc

1500 Lakeview Loop

Anaheim, CA 92807

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Shares, with a par value $0.0004 per share

71910P203

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

* 2,233,527 shares consisting of the direct ownership of 61,421 shares of Common Shares plus the deemed ownership of 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 22,357,632 outstanding shares of the issuer’s Common Shares, consisting of 20,185,526 shares of Common Shares outstanding as of the date of this report and an additional 2,172,106 shares of Common Shares that the reporting person has the right to acquire within 60 days of the date of the report.

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 ¨.

The reporting persons directly or indirectly own an aggregate of 2,233,527* or 9.99%, of the Common Shares of the Company as of the date of this filing. YA II and the other reporting persons shared the power to vote and dispose any such shares of Common Shares.

Direct beneficial ownership of such Common Shares by the reporting persons is as follows (and therefore excludes any shares of Common Shares indirectly held by such person or any securities, such as warrants, which may be exercised or converted into Common Shares of the Company):

Indirect beneficial ownership: YA II PN, Ltd. (“YA II”) entered into a Standby Equity Purchase Agreement (“SEPA”) with the issuer dated as of November 22, 2022. Under the SEPA, the issuer has the option to sell shares of its Common Shares to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the issuer is prohibited from selling shares to YA II to the extent that it would cause the aggregate number of shares of Common Shares beneficially owned by YA II and its affiliates to exceed 9.99% of the shares of Common Shares of the issuer. In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional 2,172,106* shares of Common Shares that the issuer has the right to sell to the reporting persons under a SEPA within 60 days of the date of this filing.

Below is a description of the relationship among the reporting persons:

YA II PN, Ltd. (“YA II”) is beneficially owned by YA Global Investments II (U.S.), LP (the “YA Feeder”). Yorkville Advisors Global, LP (the “YA Advisor”) is the investment manager to YA II. Yorkville Advisors Global II, LLC (the “YA Advisor GP”) is the general partner to the YA Advisor. YAII GP, LP (the “YA GP”) is the general partner to the YA Feeder. YAII GP II, LLC (the “Yorkville GP”) is the general partner to the YA GP. Mark Angelo makes the investment decisions on behalf of YA II. Accordingly, each of YA II, YA Feeder, the YA Advisor, the YA Advisor GP, the YA GP, the Yorkville GP and Mark Angelo may be deemed affiliates and therefore may be deemed to beneficially own the same number of Class A Common Shares.

For purposes of this filing, each of the reporting persons is deemed an affiliate of each other reporting person.

Not Applicable

See Item 6.

Not Applicable

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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 participant in any transaction having that purpose or effect.

Additional Information:

Each Reporting Person disclaims beneficial ownership of any securities beneficially owned by each other Reporting Person, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement in true, complete and correct.