SEC Form SC 13G/A filed by Lightning eMotors Inc (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Lightning eMotors, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per shares

(Title of Class of Securities)

53228T101

(CUSIP Number)

July 21, 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 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).

 

 

 

Persons who respond to the collection of information contained

in this form are not required to respond unless the form displays

a currently valid OMB control number.

Page 1 of 6

CUSIP No. 53228T101		Schedule 13G		Page 2 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS     Rosella Holdings 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     Guernsey

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     0
				6.		SHARED VOTING POWER     0
				7.		SOLE DISPOSITIVE POWER     0
				8.		SHARED DISPOSITIVE POWER     0

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     0.0%
12.		TYPE OF REPORTING PERSON (see instructions)     OO

CUSIP No. 53228T101		Schedule 13G		Page 3 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS     International Company Management 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     Guernsey

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     0
				6.		SHARED VOTING POWER     381,5341
				7.		SOLE DISPOSITIVE POWER     0
				8.		SHARED DISPOSITIVE POWER     381,5341

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     381,5341
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     6.1%2
12.		TYPE OF REPORTING PERSON (see instructions)     OO

 

1

Represents 189,298 shares of Common Stock held directly by Caspian Investments Limited (“Caspian”) and 192,236 shares of Common Stock held directly by Partridge Investments Limited (“Partridge”). International Company Management Limited is a Director of each of Caspian and Partridge and may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by each of Caspian and Partridge. International Company Management Limited disclaims such beneficial ownership.

2	The percentage of the shares of Common Stock beneficially owned is based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.

CUSIP No. 53228T101		Schedule 13G		Page 4 of 6 Pages

 

1.		NAMES OF REPORTING PERSONS     Portman Welbeck 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     Guernsey
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5.		SOLE VOTING POWER     0
				6.		SHARED VOTING POWER     381,5341
				7.		SOLE DISPOSITIVE POWER     0
				8.		SHARED DISPOSITIVE POWER     381,5341
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     381,5341
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     6.1%2
12.		TYPE OF REPORTING PERSON (see instructions)     OO

 

1

Represents 189,298 shares of Common Stock held directly by Caspian and 192,236 shares of Common Stock held directly by Partridge. Portman Welbeck Limited is a Director of each of Caspian and Partridge and may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by each of Caspian and Partridge. Portman Welbeck Limited disclaims such beneficial ownership.

2	The percentage of the shares of Common Stock beneficially owned is based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.

CUSIP No. 53228T101		Schedule 13G		Page 5 of 6 Pages

 

Explanatory Note*

This Amendment No. 2 (the “Amendment No. 2”), being filed by Rosella Holdings Limited, International Company Management Limited and Portman Welbeck Limited (the “Reporting Persons”) amends the Schedule 13G initially filed on May 14, 2021 and the Amendment No. 1 to Schedule 13G filed on November 21, 2022 (collectively, the “Schedule 13G”). The information stated in this Amendment No. 2 amends the information disclosed under the corresponding entries in the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13G.

Item 4. Ownership.

 

(a)

Amount beneficially owned:

As of July 21, 2023, Rosella Holdings Limited underwent a voluntary dissolution and transferred all of the 378,595 shares of Common Stock it previously held directly to two newly-formed Guernsey companies, Caspian Investments Limited (“Caspian”) and Partridge Investments Limited (“Partridge”). As a result, Rosella Holdings Limited is no longer the beneficial owner of any shares of Common Stock. In addition, Partridge received 2,939 shares of Common Stock from a separate affiliated Guernsey company that underwent a voluntary dissolution. As of July 21, 2023, Caspian directly holds 189,298 shares of Common Stock, and Partridge directly holds 192,236 shares of Common Stock.

As of July 21, 2023, International Company Management Limited (“ICML”) and Portman Welbeck Limited (“PWL”) may be deemed to have or share beneficial ownership of the Common Stock held by each of Caspian and Partridge, but each disclaims beneficial ownership of such Common Stock.

 

(b)

Percent of class:

As of July 21, 2023, each of ICML and PWL may be deemed to be the beneficial owner of approximately 6.1% of the Issuer’s Common Stock based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuer’s Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.

 

(c)

Number of shares of Common Stock as to which Rosella Holdings Limited has:

 

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following  ☒.

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.

CUSIP No. 53228T101		Schedule 13G		Page 6 of 6 Pages

 

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: July 21, 2023