UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
*
Under the Securities Exchange Act of 1934
Arcimoto, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
039587100
(CUSIP Number)
December 31, 2020
(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)
[X] 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 of 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.
| CUSIP No. 039587100 | ||
| Page 2 of 21 |
|
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
WR Hambrecht Ventures III, L.P. |
|
2. |
Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
|
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
0 |
| 6. |
Shared Voting Power
364,298 | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
364,298 |
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
364,298 |
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
|
11.
|
Percent of Class Represented by Amount in Row (9)
1.0%(1) |
|
12.
|
Type of Reporting Person
PN |
1 Based on 35,783,000 shares of common stock, no par value per share of Arcimoto, Inc. (the “Common Stock”) outstanding as of May 17, 2021, as reported by Arcimoto, Inc., (the “Issuer”) in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed with the U.S. Securities and Exchange Commission on May 17, 2021 (the “Form 10-Q”).
| CUSIP No. 039587100 | ||
| Page 3 of 21 |
|
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Hambrecht Partners Holdings, LLC |
|
2. |
Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
California |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
364,298 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
364,298 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
364,298 |
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
11.
|
Percent of Class Represented by Amount in Row (9)
1.0%(1) |
12.
|
Type of Reporting Person
OO |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 4 of 21 |
|
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Elizabeth Hambrecht |
|
2. |
Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
|
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
9,832 |
| 6. | Shared Voting Power
364,298 | |
| 7. | Sole Dispositive Power
9,832 | |
| 8. | Shared Dispositive Power
364,298 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
374,130 |
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
11.
|
Percent of Class Represented by Amount in Row (9)
1.0%(1) |
12.
|
Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 5 of 21 |
|
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
John Hullar |
|
2. |
Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
|
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
98,323 |
| 6. | Shared Voting Power
364,298 | |
| 7. | Sole Dispositive Power
98,323 | |
| 8. | Shared Dispositive Power
364,298 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
462,621 |
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
11.
|
Percent of Class Represented by Amount in Row (9)
1.3%(1) |
12.
|
Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 6 of 21 |
|
1. |
Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Paramour Capital |
|
2. |
Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
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
100,000 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
100,000 | |
| 8. | Shared Dispositive Power
0 |
|
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 |
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
Not Applicable |
11.
|
Percent of Class Represented by Amount in Row (9)
0.3%(1) |
12.
|
Type of Reporting Person
OO |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 7 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Michael A. Kramer |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
United States |
Number of Shares Each
Reporting |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
464,298 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
464,298 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
464,298 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
1.3%(1) |
| 12. | Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 8 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
WM Electric Holdings, LLC |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
Delaware |
Number of Shares Each
Reporting |
5. | Sole Voting Power
50,000 |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
50,000 | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
50,000 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
0.1%(1) |
| 12. | Type of Reporting Person
OO |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 9 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
William Mayer |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
United States |
Number of Shares Each
Reporting |
5. | Sole Voting Power
113,723 |
| 6. | Shared Voting Power
414,298 | |
| 7. | Sole Dispositive Power
113,723 | |
| 8. | Shared Dispositive Power
414,298 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
528,021 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
1.5%(1) |
| 12. | Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 10 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Ironstone Group, Inc. |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
Delaware |
Number of Shares Each
Reporting |
5. | Sole Voting Power
79,000(1) |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
79,000(1) | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
79,000 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
0.2%(1) |
| 12. | Type of Reporting Person
CO |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 11 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
William Hambrecht |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
United States |
Number of Shares Each
Reporting |
5. | Sole Voting Power
15,732 |
| 6. | Shared Voting Power
443,298 | |
| 7. | Sole Dispositive Power
15,732 | |
| 8. | Shared Dispositive Power
443,298 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
459,303 |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
1.3%(1) |
| 12. | Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 12 of 21 |
| 1. | Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)
Thomas Thurston |
| 2. | Check the Appropriate Box if a Member of a Group (a) [ ] Not Applicable (b) [X] |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization
United States |
Number of Shares Each
Reporting |
5. | Sole Voting Power
0 |
| 6. | Shared Voting Power
443,298 | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
443,298 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,167,456(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
Not Applicable |
| 11. | Percent of Class Represented by Amount in Row (9)
1.2%(1) |
| 12. | Type of Reporting Person
IN |
1 Based on 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q
| CUSIP No. 039587100 | ||
| Page 13 of 21 |
| Item 1(a) | Name of Issuer |
Arcimoto, Inc. (the “Issuer”)
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
2034 W. 2nd Avenue, Eugene, Oregon 97402
| Item 2(a) | Name of Person Filing |
This Schedule 13G/A is being filed by:
WR Hambrecht Ventures III, L.P. (“WR Hambrecht”)
Hambrecht Partners Holdings, LLC (“HPH”)
Elizabeth Hambrecht (“Ms. Hambrecht”)
John Hullar (“Mr. Hullar”)
Paramour Capital (“Paramour Capital”)
Michael A. Kramer (“Mr. Kramer”)
WM Electric Holdings, LLC (“Electric Holdings”)
William Mayer (“Mr. Mayer”)
Ironstone Group, Inc. (“Ironstone Group”)
William Hambrecht (“Mr. Hambrecht”)
Thomas Thurston (“Mr. Thurston”)
(collectively, the “Reporting Persons”).
HPH serves as the investment manager for WR Hambrecht. Mr. Mayer serves as the Chairman, Mr. Hambrecht as the Co-Chairman and advisory director and Mr. Hullar as Chief Executive Officer and a director of HPH. Mr. Hambrecht also serves as the portfolio manager and managing partner of WR Hambrecht, and owns other shares through a revocable trust. Mr. Mayer owns shares of Common Stock in his own name and through his investment fund WM Electric Holdings. Ms. Hambrecht is the portfolio manager of WR Hambrecht and also owns shares with her spouse. Mr. Hullar is a Managing Partner and Chief Executive Officer of WR Hambrecht and also owns shares through a trust with his spouse. Mr. Kramer, a member of the Board of Directors of HPH, owns shares of Common Stock through Paramour Capital. Mr. Hambrecht also serves as the President and Chief Executive Officer of Ironstone Group. Mr. Thurston is a director of both Ironstone Group and the Issuer and owns units of WR Hambrecht.
| Item 2(b) | Address of Principal Business Office, or if none, Residence |
WR Hambrecht, HPH, Ms. Hambrecht, Mr. Hullar, Ironstone Group, Mr. Hambrecht and Mr. Thurston have a principal address of 909 Montgomery Street, 3rd Floor, San Francisco, California 94133. Paramour Capital has a principal address of 1300 Market Streeet, Suite 605, Wilmington, Delaware 19801. Mr. Kramer has a principal address of 499 Park Avenue, 16th Floor, New York, New York 10022. Electric Holdings and Mr. Mayer have a principal address of P.O. Box 4462, Aspen, Colorado 81612.
| Item 2(c) | Citizenship |
The Reporting Persons are citizens of:
WR Hambrecht — Delaware
HPH — California
Ms. Hambrecht — USA
Mr. Hullar — USA
Paramour Capital — Delaware
Mr. Kramer — USA
WM Electric Holdings — Delaware
Mr. Mayer — USA
Ironstone Group — Delaware
Mr. Hambrecht — USA
Mr. Thurston — USA
| CUSIP No. 039587100 | ||
| Page 14 of 21 |
| Item 2(d) | Title of Class of Securities |
Common Stock, no par value (“Common Stock”)
| Item 2(e) | CUSIP Number |
039587100
| Item 3. | Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c) |
Not Applicable.
| Item 4. | Ownership |
(a) The information set forth in rows 5 through 9 and 11 on the cover pages to this Schedule 13G amendment are incorporated herein by reference. The Reporting Persons are the beneficial owners of an aggregate of 830,908 shares of Common Stock, which represents 2.3% of the Issuer’s outstanding Common Stock based upon 35,783,000 shares of Common Stock outstanding as of May 17, 2021, as reported by the Issuer in its Form 10-Q.
| (b) | Percent of class: |
WR Hambrecht — 1.0%
HPH — 1.0%
Ms. Hambrecht — 1.0%
Mr. Hullar — 1.3%
Paramour Capital — less than 1%
Mr. Kramer — 1.3%
WM Electric Holdings — less than 1%
Mr. Mayer — 1.5%
Ironstone Group — less than 1%
Mr. Hambrecht — 1.3%
Mr. Thurston — 1.2%
| CUSIP No. 039587100 | ||
| Page 15 of 21 |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote:
WR Hambrecht — 0
HPH — 0
Ms. Hambrecht — 9,832
Mr. Hullar — 98,323
Paramour Capital — 100,000
Mr. Kramer — 0
WM Electric Holdings — 50,000
Mr. Mayer — 113,723
Ironstone Group — 79,000
Mr. Hambrecht — 15,732
Mr. Thurston — 0
(ii) Shared power to vote or to direct the vote:
WR Hambrecht — 364,298
HPH — 364,298
Ms. Hambrecht — 364,298
Mr. Hullar — 364,298
Paramour Capital — 0
Mr. Kramer — 464,298
WM Electric Holdings — 0
Mr. Mayer — 414,298
Ironstone Group — 0
Mr. Hambrecht — 443,298
Mr. Thurston — 443,298
(iii) Sole power to dispose or to direct the disposition of:
WR Hambrecht — 0
HPH — 0
Ms. Hambrecht — 9,832
Mr. Hullar — 98,323
Paramour Capital — 100,000
Mr. Kramer — 0
WM Electric Holdings — 50,000
Mr. Mayer — 113,723
Ironstone Group — 79,000
Mr. Hambrecht — 15,732
Mr. Thurston — 0
(iv) Shared power to dispose or to direct the disposition of:
WR Hambrecht — 364,298
HPH — 364,298
Ms. Hambrecht —364,298
Mr. Hullar — 364,298
Paramour Capital — 0
Mr. Kramer — 464,298
WM Electric Holdings — 0
Mr. Mayer — 414,298
Ironstone Group — 0
Mr. Hambrecht — 443,298
Mr. Thurston — 443,298
| CUSIP No. 039587100 | ||
| Page 16 of 21 |
| Item 5. | Ownership of Five Percent or Less of a Class |
The reporting persons are reporting that they own less than 5%.
| 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 |
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 |
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 a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Exhibit Index
Exhibit A – Joint Filing Agreement
| CUSIP No. 039587100 | ||
| Page 17 of 21 |
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: June 24, 2021
| WR HAMBRECHT VENTURES III, L.P. | ||
| By: | Hambrecht Partners Holdings, LLC its investment manager | |
| By: |  * | |
| Name: | William R. Hambrecht Title: Managing Partner | |
| Title: | Managing Partner | |
| HAMBRECHT PARTNERS HOLDINGS, LLC | ||
| By: | * | |
| Name: | William R. Hambrecht Title: Co-Chairman | |
| /s/ Elizabeth Hambrecht * | |
| Elizabeth Hambrecht | |
| /s/ John Hullar * | |
| John Hullar |
| PARAMOUR CAPITAL | ||
| By: | Michael A. Kramer* | |
| Name: | Michael A. Kramer | |
| Title: | Manager | |
| /s/ Michael A. Kramer* | |
| Michael A. Kramer |
| WM ELECTRIC HOLDINGS, LLC | ||
| By: | William E. Mayer * | |
| Name: | William E. Mayer | |
| Title: | Manager | |
| /s/ William E. Mayer* | |
| William Mayer |
| CUSIP No. 039587100 | ||
| Page 18 of 21 |
| IRONSTONE GROUP, INC. | ||
| By: | * | |
| Name: | William R. Hambrecht | |
| Title: | Chairman & CEO | |
| * | |
| William Hambrecht |
| /s/ Thomas Thurston* | |
| Thomas Thurston |
| *By: | /s/ William Hambrecht | |
| William Hambrecht, as Attorney-in-Fact |
| CUSIP No. 039587100 | ||
| Page 19 of 21 |
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13G/A to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
Date: June 21, 2018
[Signature Pages Follow]
| CUSIP No. 039587100 | ||
| Page 20 of 21 |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.
| WR HAMBRECHT VENTURES III, L.P. | ||
| By: | HAMBRECHT PARTNERS HOLDINGS, LLC its investment manager | |
| By: |
* | |
| Name: | William R. Hambrecht | |
| Title: | Managing Partner |
| HAMBRECHT PARTNERS HOLDINGS, LLC | ||
| By: |
* | |
| Name: | William R. Hambrecht | |
| Title: | Co-Chairman | |
| /s/ Elizabeth Hambrecht* | |
| Elizabeth Hambrecht |
| /s/ John Hullar* | |
| John Hullar |
| PARAMOUR CAPITAL | ||
| By: | Michael A. Kramer * | |
| Name: | Michael A. Kramer | |
| Title: | Manager | |
| /s/ Michael A. Kramer* | |
| Michael A. Kramer |
| WM ELECTRIC HOLDINGS, LLC | ||
| By: | William E. Mayer * | |
| Name: | William E. Mayer | |
| Title: | Manager | |
| /s/ William E. Mayer* | |
| William Mayer |
| CUSIP No. 039587100 | ||
| Page 21 of 21 |
| IRONSTONE GROUP, INC. | ||
| By: | * | |
| Name: | William R. Hambrecht | |
| Title: | Chairman & CEO | |
| * | ||
| William Hambrecht | ||
 * | ||
| Thomas Thurston | ||
| * By: | /s/ William Hambrecht | |
| William Hambrecht, as Attorney-in-Fact | ||
| Thomas Thurston | ||