Nxu SC 13G / L1 Capital Global Opportunities Master Fund ownership change

SCHEDULE 13G

CUSIP No.

62956D105

Names of Reporting Persons

L1 Capital Global Opportunities Master Fund, Ltd.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,582,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,582,000.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,582,000.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Nxu Inc.

(b)

Address of issuer's principal executive offices:

1828 N Higley Rd., Suite 116, Mesa, Arizona 85205

Item 2.

(a)

Name of person filing:

L1 Capital Global Opportunities Master Fund, Ltd.

(b)

Address or principal business office or, if none, residence:

161A Shedden Road, 1 Artillery Court, PO Box 10085 Grand Cayman, Cayman Islands KY1-1001

(c)

Citizenship:

Cayman Islands

(d)

Title of class of securities:

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

62956D105

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

2,582,000 The amounts in Row (5), (7) and (9) represent 2,300,000 Class A Common Stock and 282,000 Class A Common Stock issuable upon the exercise of Pre-Funded Warrants exercisable within 60 days. The amounts do not include 418,000 Class A Common Stock issuable upon the exercise of Pre-Funded Warrants and 1,500,000 Class A Warrants, which are subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based upon the Issuer's Form S-1 filed with the Securities and Exchange Commission on December 30, 2024, which disclosed that there were four investors. Assumes each of the four investors had the same allocation of Class A Common Stock and Pre-Funded Warrants which would mean that there were 25,820,057 shares of Class A Common Stock outstanding immediately following the closing of the offering. Includes 9,200,000 shares of Class A Common Stock and 16,620,057 Class A Common Stock. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.

(b)

Percent of class:

9.99 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

2,582,000

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

2,582,000

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 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 or Control Person.

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.

Certifications:

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.

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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	David Feldman
Name/Title:	David Feldman, Director
Date:	01/03/2025

Nxu (NXU) SC 13GNxu / L1 Capital Global Opportunities Master Fund ownership change