UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2021
LMP AUTOMOTIVE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 001-39150 | | 82-3829328 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 500 East Broward Blvd., Suite 1900, Ft. Lauderdale, Florida | | 33394 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (954) 895-0352
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | LMPX | | NASDAQ Capital Market |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment No. 2”) is being filed to amend and supplement “Item 9.01 – Financial Statements and Exhibits,” included in the initial report on Form 8-K filed by LMP Automotive Holdings, Inc. (the “Company”) on March 8, 2021, as amended by Amendment No. 1 on June 29, 2021 (the “Initial Filing”), to amend the unaudited pro forma condensed combined financial statements for the combined Company contained therein to include the Company’s acquisition (the “Hometown Subaru Acquisition”), as announced on the Company’s Current Report on Form 8-K filed on May 10, 2021, of assets related to the ownership and operation of the Hometown Subaru motor vehicle dealership located 117 Midtown Avenue, Mt. Hope, West Virginia 25880, as contemplated by that certain Asset Purchase Agreement, dated as of August 28, 2020, by and among the Company, Beckley Buick-GMC Auto Mall, Inc., King Coal Chevrolet Co., Hometown Preowned Vehicles, Inc. and the other parties thereto, pursuant to Article 11 of Regulation S-X. The required unaudited pro forma condensed combined financial statements are filed as exhibits to this report under Item 9.01.
The information previously reported on the Initial Filing is incorporated by reference into this Amendment No. 2. The other items to the Initial Filing further remain unchanged and are not amended hereby.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company giving effect to the Beckley Acquisition, the Fuccillo Acquisition and the as of and for the year ended December 31, 2020 are attached as Exhibit 99.2 and are incorporated by reference herein.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 21, 2021
| | LMP AUTOMOTIVE HOLDINGS, INC. |
| | |
| | By: | /s/ Sam Tawfik |
| | | Name: | Sam Tawfik |
| | | Title: | Chief Executive Officer |
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