SEC Form SC 13G/A filed by The Lion Electric Company (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

The Lion Electric Company

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

536221104

(CUSIP Number)

December 31, 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:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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).

(*) As at December 31, 2022, based on 191,791,723 common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2022, as reported in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2022 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”) on November 10, 2022. This includes 948,757 common shares of the Company held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance Fund Limited Partnership.

(*) As at December 31, 2022, based on 191,791,723 common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2022, as reported in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2022 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”) on November 10, 2022. This includes 948,757 common shares of the Company held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance Fund Limited Partnership.

(*) As at December 31, 2022, based on 191,791,723 common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2022, as reported in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2022 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”) on November 10, 2022. This includes 948,757 common shares of the Company held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance Fund Limited Partnership.

(*) As at December 31, 2022, based on 191,791,723 common shares of The Lion Electric Company (the “Company”) outstanding as November 10, 2022, as reported in the Company’s management’s discussion and analysis of financial condition and results of operations for the three and nine months ended September 30, 2022 included as Exhibit 99.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission (the “Commission”) on November 10, 2022. This includes 948,757 common shares of the Company held by XPNDCroissance Fund Limited Partnership that are subject to an option agreement and an escrow agreement pursuant to which such shares may be transferred to a third party under certain conditions, some of which are not yet met and beyond the control of XPNDCroissance Fund Limited Partnership.

This Amendment No. 1 amends and supplements the Schedule 13G filed by XPNDCroissance Fund Limited Partnership, XPND Fund Management Limited Partnership, Alexandre Taillefer and Dominic Bécotte with the Commission on February 25, 2022, relating to the common shares of the Company.

The Lion Electric Company

The address of the principal executive office of The Lion Electric Company is 921 chemin de la Rivière-du-Nord, Saint-Jérôme, Québec, Canada J7Y 5G2.

This statement is filed by:

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” ¹

The address of the principal business office of each of the Reporting Persons is 3500-800 Square-Victoria Street, Montreal, Quebec, H4Z 1A1.

Reference is made to the response to Item 4 on each of pages 1-4 of this Schedule 13G, which responses are incorporated herein by reference.

Common shares, no par value

536221104

(a)-(k): Not applicable

Reference is hereby made to the responses to Items 5-9 and 11 of pages 1 – 4 of this Schedule 13G, which responses are incorporated by reference herein.

The securities reported herein are held by XPNDCroissance. XPND Fund Management is the general partner of XPNDCroissance. Mr. Taillefer is a Managing Partner and Mr. Bécotte is a Managing Partner of XPND Fund Management. As such, XPND Fund Management, Mr. Taillefer and Mr. Bécotte may be deemed to beneficially own the securities held by XPNDCroissance. XPND Fund Management disclaims beneficial ownership of the common shares held by XPNDCroissance except to the extent of its pecuniary interest therein. Each of Mr. Taillefer and Mr. Bécotte disclaims beneficial ownership of the common shares held by XPNDCroissance except to the extent of his pecuniary interest therein.

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: x

Not applicable

Not applicable

Not applicable

Not applicable

Not applicable

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.

Dated: February 14, 2023