ITEM 1. | Security and Issuer. |
The securities to which this Schedule 13D relates are the common stock, $0.0001 par value per share (“Common Stock”), of Lordstown Motors Corp., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 2300 Hallock Young Road, Lordstown, Ohio 44481.
ITEM 2. | Identity and Background. |
This Schedule 13D is being filed jointly by Hon Hai Precision Industry Co., Ltd., a corporation organized under the laws of the Republic of China (Taiwan) (“Hon Hai”), Foxconn Ventures Pte. Ltd., a private company limited by shares established under the laws of Singapore (“Foxconn Ventures”), Foxconn (Far East) Limited, a Cayman Islands exempted company (“Foxconn Far East”), Foxteq Holdings Inc., a Cayman Islands company (“Foxteq Holdings”), Foxteq Integration Inc., a Cayman Islands company (“Foxteq Integration”), PCE Paragon Solutions Kft., a Hungarian limited liability company (“PCE”) and Foxconn EV Technology, Inc., an Ohio corporation (“Foxconn EV” and, together with Hon Hai, Foxconn Ventures, Foxconn Far East, Foxteq Holdings, Foxteq Integration and PCE, the “Reporting Persons”). See Exhibit 99.1 to this Schedule 13D for their Joint Filing Agreement.
Foxconn Far East owns 54.5% of the outstanding equity interests of Foxconn Ventures and controls its board of directors. Each of Foxconn Far East, Foxteq Holdings, Foxteq Integration, PCE and Foxconn EV is an indirect, wholly owned subsidiary of Hon Hai. The principal business of the Reporting Persons is contract manufacturing and investment.
The address of the principal office of Hon Hai is No. 66, Zhongshan Road, Tucheng Industrial Zone, Tucheng District, New Taipei City, 23680, Taiwan. The address of the principal office of Foxconn Ventures is 80 Robinson Road #02-00 Singapore (068898). The address of the principal office of Foxconn Far East is P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205. The address of the principal office of Foxteq Holdings is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands. The address of the principal office of Foxteq Integration is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands. The address of the principal office of PCE is 2900 Komarom Banki Donatu.1. Hungary. The address of the principal office of Foxconn EV is 4568 Mayfield Road, Suite 204, Cleveland, Ohio 44121.
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). For information required by Instruction C of the instructions to Schedule 13D with respect to the executive officers and directors of the Reporting Persons (collectively, the “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference in its entirety.
ITEM 3. | Source and Amount of Funds or Other Consideration. |
On September 30, 2021, the Issuer entered into a Subscription Agreement (the “Subscription Agreement”) with Foxconn Far East, pursuant to which Foxconn Far East purchased 7,248,163 shares of Common Stock from the Issuer on October 12, 2021. The source of funds required for the transactions under the Subscription Agreement were from working capital of Foxconn Far East.
On November 10, 2021, Lordstown EV Corporation, a Delaware corporation and wholly-owned subsidiary of the Issuer (“Lordstown EV”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Foxconn EV, in connection with Foxconn EV’s acquisition of Lordstown EV’s manufacturing facility located in Lordstown, Ohio, which acquisition was completed on May 11, 2022 (the “APA Closing Date”). Pursuant to the Asset Purchase Agreement, on the APA Closing Date, the Issuer issued warrants to Foxconn EV that are exercisable until the third anniversary of the APA Closing Date for 1,700,000 shares of Common Stock at an exercise price of $10.50 per share. The source of funds required for the transactions under the Asset Purchase Agreement were from the general funds available to Foxconn EV, including through capital contributions from its equityholders and/or affiliates.
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