SEC Form SC 13G filed by Xos Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Xos, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

98423B108

(CUSIP Number)

August 11, 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).

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

Item 1.

Xos, Inc.

3550 Tyburn Street

Los Angeles, CA 90065

YA II PN, Ltd.

1012 Springfield Ave.

Mountainside, NJ 07092

Cayman Islands

Common Stock, par value $0.0001 per share

98423B108

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

* 18,432,796 shares consisting of direct ownership of 0 shares of Common Stock plus the deemed ownership of an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

** Calculation based on 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock 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 18,432,796 or 9.99%, shares of Common Stock 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 Common Stock.

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

Indirect beneficial ownership: In addition to the direct beneficial ownership set forth above, each reporting person is also deemed to be the indirect beneficial owner of additional Common Stock that may be acquired by each such reporting person within 60 days of the date of this filing such that each reporting person is deemed to be the direct and indirect beneficial owner of an aggregate of 18,432,796 shares of Common Stock. Such Common Stock may be acquired by the reporting persons as of the date of this filing upon the conversion a convertible debenture issued on August 11, 2022 with an outstanding principal balance of approximately $20,000,000 and/or a second convertible debenture that YA II PN, Ltd. has agreed to purchase with a principal amount of $15,000,000 (collectively, the “Debentures”) pursuant to the Securities Purchase Agreement entered into with the issuer on August 9, 2022, which are convertible into the isuser’s Common Stock. However, the issuance of such Common Stock is subject to an ownership cap that limits the number of shares of Common Stock that may be issued upon conversion of the Debentures to a total of 9.99% of the issuer’s outstanding Common Stock. Accordingly, the direct and indirect beneficial ownership of the issuer’s Common Stock by all reporting persons is limited to an aggregate of 18,432,796 shares, which is equal to 9.99% of the issuer’s outstanding Common Stock of 184,512,472 outstanding shares of issuer’s Common Stock, consisting of 166,079,676 shares of Common Stock outstanding as of the date of this report and an additional 18,432,796 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of the report.

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 shares of Common Stock.

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.

SIGNATURE

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.

Dated: August 12, 2022

EXHIBIT 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Virgin Orbit Holdings, Inc, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: August 12, 2022