SEC Form SC 13G/A filed by Arrival (Amendment)

$ARVL
Auto Manufacturing
Consumer Discretionary
Get the next $ARVL alert in real time by email
SC 13G/A 1 brhc20057187_sc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Rule 13d-102)



Arrival
(Name of Issuer)
 
Ordinary Shares, accounting value per share
(Title of Class of Securities)
 
L0423Q108
(CUSIP Number)
 
July 31, 2023
(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 the 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 (the “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. L0423Q108

1
NAMES OF REPORTING PERSONS
 
 
Antara Capital LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.9% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN, IA
 
 
 
 

(1)
See Item 4 for voting restrictions on certain Ordinary Shares.
 
(2)
Calculations are based on 18,375,180 Ordinary Shares of Arrival (the “Issuer”) outstanding as of July 10, 2023, as represented to Antara Capital Master Fund LP (“Antara Master Fund”) by the Issuer in that certain Exchange Agreement, dated July 10, 2023, by and between the Issuer and Antara Master Fund.
 
- 2 -

CUSIP No. L0423Q108

1
NAMES OF REPORTING PERSONS
 
 
Antara Capital GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(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
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.9% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 for voting restrictions on certain Ordinary Shares.
 
(2)
Calculations are based on 18,375,180 Ordinary Shares of the Issuer outstanding as of July 10, 2023, as represented to Antara Master Fund by the Issuer in that certain Exchange Agreement, dated July 10, 2023, by and between the Issuer and Antara Master Fund.
 
- 3 -

CUSIP No. L0423Q108

1
NAMES OF REPORTING PERSONS
 
 
Himanshu Gulati
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a) ☐
   
(b) ☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
0 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,217,275 Ordinary Shares issuable upon exchange of Convertible Notes (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
14.9% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 for voting restrictions on certain Ordinary Shares.
 
(2)
Calculations are based on 18,375,180 Ordinary Shares of the Issuer outstanding as of July 10, 2023 as represented to Antara Master Fund by the Issuer in that certain Exchange Agreement, dated July 10, 2023, by and between the Issuer and Antara Master Fund.
 
- 4 -

Item 1(a).
Name of Issuer:
 
Arrival (the “Issuer”)
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
60a, rue des Bruyeres
L-1274 Howald
Grand Duchy of Luxembourg
 
Item 2(a).
Name of Person Filing:
 
This Schedule is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
 

(i)
Antara Capital LP (“Antara Capital”)

(ii)
Antara Capital GP LLC (“Antara GP”)

(iii)
Himanshu Gulati (“Mr. Gulati”)
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
 
The address of the principal business office of each of the Reporting Persons is:
 
55 Hudson Yards, 47th Floor, Suite C
New York, NY  10001
 
Item 2(c).
Citizenship:
 

(i)
Antara Capital is a Delaware limited partnership

(ii)
Antara GP is a Delaware limited liability company

(iii)
Mr. Gulati is an individual and is a citizen of the United States
 
Item 2(d).
Title of Class of Securities:
 
Ordinary Shares, accounting par value per share (“Ordinary Shares”)
 
Item 2(e).
CUSIP Number:
 
L0423Q108
 
Item 3.
If this statement is filed pursuant to Rule 13d-1(b) or Rule 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 of 1940.


 (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 of 1940;


 (j)  ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
- 5 -

Item 4.
Ownership.
 
Rows 5 through 9 and 11 of the cover pages hereto for each Reporting Person are incorporated herein by reference.
 
As of July 31, 2023, none of the Reporting Persons nor any managed account for which Antara Capital serves as investment manager (the “Managed Account”) hold any Ordinary Shares of the Issuer.
 
On July 10, 2023, Antara Capital Master Fund LP (“Antara Master Fund”) and the Issuer entered into that certain Exchange Agreement (the “July Exchange Agreement”), pursuant to which the Issuer granted Antara Master Fund the right, from time to time and at Antara Master Fund’s option, to exchange all or any portion of Antara Master Fund’s then existing $106,909,000 principal amount of the Issuer’s 3.50% Convertible Senior Notes due 2026 (the “Convertible Notes”) in each case for (i) Ordinary Shares of the Issuer, at a rate of 36 Ordinary Shares per $1,000 principal amount of Convertible Notes, and (ii) Issuer’s payment to Antara Master Fund of accrued and unpaid interest on the amount of Convertible Notes so-exchanged.
 
The July Exchange Agreement restricts the issuance of Ordinary Shares to Antara Master Fund in any exchange of Convertible Notes to the extent any such issuance would cause Antara Master Fund to become, directly or indirectly, a beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 14.9% of the outstanding Ordinary Shares (the “Ownership Limitation Cap”).
 
Under the July Exchange Agreement, for a one-year period following each settlement of an exchange of Convertible Notes made thereunder, Antara Master Fund has agreed to waive all of its voting rights in respect of such Ordinary Shares acquired in such exchange.
 
As of July 31, 2023, the Reporting Persons beneficially own $106,909,000 in aggregate principal amount of the Convertible Notes, which are directly held by Antara Master Fund and the Managed Accounts.  Pursuant to the Indenture dated November 23, 2021 and filed as Exhibit 4.1 to the Issuer’s Form 6-K filed with the SEC on November 29, 2021, the Convertible Notes are convertible into Ordinary Shares under certain conditions. The Reporting Persons disclaim beneficial ownership of any Ordinary Shares into which the Convertible Notes may convert pursuant to the Indenture, as none of Antara Master Fund, the Managed Account or the Reporting Persons are able to convert such Convertible Notes to acquire Ordinary Shares pursuant to the Indenture at any time within 60 days of the date hereof.  As a result of the July Exchange Agreement, the Reporting Persons may be deemed to beneficially own the Ordinary Shares issuable upon the exchange of the Convertible Notes held by them, subject to the Ownership Limitation Cap.
 
Antara Capital is the investment manager of Antara Master Fund and the Managed Account. Antara GP is the general partner of Antara Capital. Mr. Gulati is the sole member of Antara GP. Antara Capital, Antara GP and Mr. Gulati may be deemed to beneficially own the securities of the Issuer held directly by Antara Master Fund and the Managed Account.
 
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.
 
The Ordinary Shares beneficially owned by the Reporting Persons are issuable upon the exchange pursuant to the July Exchange Agreement of the Convertible Notes directly held by Antara Master Fund and the Managed Account, for each of which Antara Capital serves as investment manager.
 
- 6 -

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 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.

- 7 -

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: August 8, 2023
 
     
 
 
     
 
ANTARA CAPITAL LP
 
 
 
   
 
By:
Antara Capital GP LLC,
 
 
 
its general partner
 
         
 
 By:
/s/ Himanshu Gulati
 
 
 
Name:
Himanshu Gulati
 
   
Title:
Managing Member
 
         
 
ANTARA CAPITAL GP LLC
 
 
     
 
 By:
/s/ Himanshu Gulati
 
 
 
Name:
Himanshu Gulati
 
   
Title:
Managing Member
 
         
 
 By:
/s/ Himanshu Gulati
 
 
 
 Name:
 Himanshu Gulati, an individual
 

[Signature Page to Schedule 13G]


EXHIBIT LIST

 
Joint Filing Agreement, dated as of August 8, 2023, by and among Antara Capital LP, Antara Capital GP LLC and Himanshu Gulati.

[Exhibit List]


Get the next $ARVL alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$ARVL

DatePrice TargetRatingAnalyst
3/10/2022$20.00 → $6.00Overweight
Barclays
10/6/2021$17.00Buy
Berenberg
More analyst ratings

$ARVL
Press Releases

Fastest customizable press release news feed in the world

See more
  • ARRIVAL to Report Second Quarter 2023 Business Updates in Early September 2023

    LUXEMBOURG, Aug. 14, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL) ("Arrival" or the "Company"), inventor of a unique new method of design and production of electric vehicles, today announced that it intends to hold a business update for the second quarter of 2023 in early September 2023. The Company will announce the exact date and time of the update at which it will host a corresponding webinar in due course. The live webinar will be accessible on the Company's website at investors.arrival.com. About ArrivalArrival's mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free

    $ARVL
    Auto Manufacturing
    Consumer Discretionary
  • Arrival and Kensington Capital Acquisition Corp. V Agreed to Terminate Business Combination Agreement

    Kensington Capital Acquisition Corp V (NYSE:KCGI) and Arrival (NASDAQ:ARVL) have agreed to terminate the business combination agreement signed April 6, 2023Following the termination of the agreement, Arrival intends to pursue alternative fundraising opportunities.Arrival has engaged TD Cowen to assist in developing other strategic opportunities. LUXEMBOURG and WESTBURY, N.Y., July 03, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL) ("Arrival" or the "Company"), inventor of a unique new method of design and production of electric vehicles ("EVs"), and Kensington Capital Acquisition Corp. V ("Kensington") (NYSE:KCGI), a special purpose acquisition company, today announced that both companies

    $ARVL
    $KCGI
    Auto Manufacturing
    Consumer Discretionary
    Blank Checks
    Finance
  • ARRIVAL To Exchange $20M Debt for Equity with Antara

    LUXEMBOURG, June 06, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL, the "Company"))), inventor of a unique new method of design and production of electric vehicles, today announced that it has agreed to amend the debt-to-equity transaction agreement with Antara Capital Master Fund LP ("Antara"), resulting in its exchange of $20 million principal amount of 3.50% convertible notes due 2026 ("Notes") for 3,024,194 ordinary shares ("Ordinary Shares"). In connection with the exchange, Antara has agreed that it will not sell or otherwise dispose of the Ordinary Shares that it receives in the exchange in an amount greater than 10% of the traded volume of the Company's Ordinary Shares on any given

    $ARVL
    Auto Manufacturing
    Consumer Discretionary

$ARVL
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$ARVL
SEC Filings

See more

$ARVL
FDA approvals

Live FDA approvals issued by the Food and Drug Administration and FDA breaking news

See more

$ARVL
Leadership Updates

Live Leadership Updates

See more
  • Arrival Appoints Igor Torgov as CEO and Announces Significant Savings Initiatives to Reduce Spend by Approximately 50%

    LUXEMBOURG, Jan. 30, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL) today announces the appointment of Igor Torgov, former Arrival EVP of Digital, as CEO. The Board has unanimously voted in Igor to effect the planned restructuring of its business and to support Arrival's mission to master a radically more efficient New Method to design and produce electric vehicles. Igor Torgov's appointment will take effect from today, January 30, 2023. Igor joined Arrival in February 2020 and has led the development of multiple divisions at Arrival including Fintech, Commercialization, Business Systems, IT and Digital products over the last nearly three years. Prior to Arrival, Igor held numerous COO,

    $ARVL
    Auto Manufacturing
    Consumer Discretionary
  • US Tax Credit Could Rev Up Electric Vehicle Production In Canada

    FN Media Group Presents Microsmallcap.com Market Commentary NEW YORK, Aug. 4, 2022 /PRNewswire/ -- Canadian car makers breathed a sigh of relief last week when US lawmakers decided to scrap part of a large incentive package for electric vehicles (EVs) that originally excluded EVs assembled in Canada from a proposed $7,500 US consumer tax credit for "clean vehicles." The credit, which includes battery-electric, plug-in hybrids and hydrogen fuel cell, is part of a $369 billion proposed new spending on climate-related initiatives included in the Inflation Reduction Act. US Senators Chuck Schumer and Joe Manchin, both Democrats, reached an agreement late Wednesday to include the credit and a ran

    $ARVL
    $NIO
    $SOLO
    $TSLA
    Auto Manufacturing
    Consumer Discretionary
  • US Tax Credit Could Rev Up Electric Vehicle Production In Canada

    FN Media Group Presents Microsmallcap.com Market Commentary NEW YORK, Aug. 4, 2022 /PRNewswire/ -- Canadian car makers breathed a sigh of relief last week when US lawmakers decided to scrap part of a large incentive package for electric vehicles (EVs) that originally excluded EVs assembled in Canada from a proposed $7,500 US consumer tax credit for "clean vehicles." The credit, which includes battery-electric, plug-in hybrids and hydrogen fuel cell, is part of a $369 billion proposed new spending on climate-related initiatives included in the Inflation Reduction Act. US Senators Chuck Schumer and Joe Manchin, both Democrats, reached an agreement late Wednesday to include the credit and a ran

    $ARVL
    $NIO
    $SOLO
    $TSLA
    Auto Manufacturing
    Consumer Discretionary

$ARVL
Financials

Live finance-specific insights

See more
  • ARRIVAL to Report Second Quarter 2023 Business Updates in Early September 2023

    LUXEMBOURG, Aug. 14, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL) ("Arrival" or the "Company"), inventor of a unique new method of design and production of electric vehicles, today announced that it intends to hold a business update for the second quarter of 2023 in early September 2023. The Company will announce the exact date and time of the update at which it will host a corresponding webinar in due course. The live webinar will be accessible on the Company's website at investors.arrival.com. About ArrivalArrival's mission is to master a radically more efficient New Method to design, produce, sell and service purpose-built electric vehicles, to support a world where cities are free

    $ARVL
    Auto Manufacturing
    Consumer Discretionary
  • ARRIVAL to Report First Quarter 2023 Financials and Business Updates on May 15, 2023

    LUXEMBOURG, May 03, 2023 (GLOBE NEWSWIRE) -- Arrival (NASDAQ:ARVL) ("Arrival" or the "Company"), inventor of a unique new method of design and production of electric vehicles, today announced that it will report financial results and business updates for the first quarter ended March 31, 2023 after the U.S. markets close on Monday, May 15, 2023. The Company will host a corresponding webinar at 4:30 p.m. Eastern Time on that day. The live webinar will be accessible on the Company's website at investors.arrival.com. A replay will be available approximately two hours after the conclusion of the live event. Date: Monday, May 15, 2023Time: 4:30 p.m. ETWebcast: Register and JoinAbout ArrivalAr

    $ARVL
    Auto Manufacturing
    Consumer Discretionary
  • Arrival Advances U.S. Commercialization Plans Through Business Combination with Kensington Capital Acquisition Corp. V

    Arrival (NASDAQ:ARVL) has entered into a business combination agreement with Kensington Capital Acquisition Corp. V (NYSE:KCGI).Upon closing, the combined company's ordinary shares are expected to be listed on Nasdaq under the ticker symbol "ARVL."Arrival is developing an innovative Class 4 ("XL") Van that the Company believes offers a high-quality user experience and lower cost of ownership for commercial operators.Arrival's purpose-built XL Van targets the underserved last-mile delivery market in the U.S.Kensington has $283 million of cash held in trust (pre-redemptions) to contribute to the combined business. LUXEMBOURG and WESTBURY, N.Y., April 06, 2023 (GLOBE NEWSWIRE) -- Arrival (NA

    $ARVL
    $KCGI
    Auto Manufacturing
    Consumer Discretionary
    Blank Checks
    Finance

$ARVL
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more