UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment No.
)*
(Rule
13d-102)
Arrival
(Name of
Issuer)
Ordinary
Shares, accounting value per share
(Title of Class
of Securities)
L0423Q108
(CUSIP
Number)
February 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:
| * |
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.
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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).
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1
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NAMES OF REPORTING
PERSONS
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Antara Capital LP
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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4,846,828 (1)
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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68,532,501 (1)
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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9.0% (2)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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PN, IA
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See Item 4 for voting restrictions on certain Ordinary
Shares.
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| (2) |
Calculations are based upon 639,048,916 Ordinary Shares of
Arrival (the “Issuer”) outstanding as of February 21, 2023,
prior to the issuance of the Initial Subscription Shares (defined
below), as reported in Exhibit 10.2 to the Issuer’s report on Form
6-K filed with the U.S. Securities and Exchange Commission on
February 21, 2023. On February 21, 2023, Antara Capital Master Fund
LP and the Issuer entered into a certain Subscription Agreement
(the “Subscription Agreement”) pursuant to which the Issuer
issued 125,000,000 Ordinary Shares to Antara Capital Master Fund LP
(the “Initial Subscription Shares”).
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1
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NAMES OF REPORTING
PERSONS
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Antara Capital GP LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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4,846,828 (1)
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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68,532,501
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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68,532,501 (1)
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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9.0% (2)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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| (1) |
See Item 4 for voting restrictions on certain Ordinary
Shares.
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| (2) |
Calculations are based upon 639,048,916 Ordinary Shares of the
Issuer outstanding as of February 21, 2023, prior to the issuance
of the Initial Subscription Shares, as reported in Exhibit 10.2 to
the Issuer’s report on Form 6-K filed with the U.S. Securities and
Exchange Commission on February 21, 2023. On February 21, 2023,
Antara Capital Master Fund LP and the Issuer entered into the
Subscription Agreement pursuant to which the Issuer issued the
Initial Subscription Shares to Antara Capital Master Fund LP.
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1
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NAMES OF REPORTING
PERSONS
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Himanshu Gulati
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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USA
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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4,846,828 (1)
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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68,532,501
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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9.0% (2)
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN
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| (1) |
See Item 4 for voting restrictions on certain Ordinary
Shares.
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| (2) |
Calculations are based upon 639,048,916 Ordinary Shares of the
Issuer outstanding as of February 21, 2023, prior to the issuance
of the Initial Subscription Shares, as reported in Exhibit 10.2 to
the Issuer’s report on Form 6-K filed with the U.S. Securities and
Exchange Commission on February 21, 2023. On February 21, 2023,
Antara Capital Master Fund LP and the Issuer entered into the
Subscription Agreement pursuant to which the Issuer issued the
Initial Subscription Shares to Antara Capital Master Fund LP.
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Item 1(a). |
Name of Issuer:
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Arrival (the “Issuer”)
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Item 1(b). |
Address of Issuer’s Principal
Executive Offices:
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60a, rue des Bruyeres
L-1274 Howald
Grand Duchy of Luxembourg
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Item 2(a). |
Name of Person Filing:
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This Schedule is being filed by
the following persons (each a “Reporting Person” and,
collectively, the “Reporting Persons”):
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(i) |
Antara Capital LP (“Antara Capital”)
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(ii) |
Antara Capital GP LLC (“Antara GP”)
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(iii) |
Himanshu Gulati (“Mr. Gulati”)
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Item 2(b). |
Address of Principal Business
Office or, if None, Residence:
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The address of
the principal business office of each of the Reporting Persons
is:
55 Hudson Yards, 47th Floor, Suite
C
New York, NY 10001
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(i) |
Antara Capital is a Delaware limited partnership
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(ii) |
Antara GP is a Delaware limited liability company
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(iii) |
Mr. Gulati is an individual and is a citizen of the United
States
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Item 2(d). |
Title of Class of Securities:
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Ordinary Shares, accounting par value per share (“Ordinary
Shares”)
L0423Q108
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Item 3. |
If this statement is filed pursuant
to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person
filing is a:
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(a)
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☐ |
Broker or dealer registered under Section 15 of the Exchange
Act.
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(b)
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
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(d)
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☐ |
Investment company registered under Section 8 of the
Investment Company Act of 1940.
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(e)
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☒ |
An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
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(i)
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☐ |
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;
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(j)
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☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Rows 5 through 9 and 11 of the cover pages hereto for each
Reporting Person are incorporated herein by reference.
As of March 9, 2023, Antara Capital Master Fund LP (“Antara
Master Fund”) directly holds 63,685,673 Ordinary Shares of the
Issuer and a certain managed account for which Antara Capital
serves as investment manager (the “Managed Account”)
directly holds 4,846,828 Ordinary Shares of the Issuer.
As of March 9, 2023, the Reporting Persons in the aggregate
beneficially own approximately 9.0% of the Ordinary Shares
outstanding, based on 639,048,916 Ordinary Shares
of the Issuer outstanding as of February 21, 2023, prior to the
issuance of the Initial Subscription Shares (defined below), as
reported in Exhibit 10.2 to the Issuer’s report on Form 6-K filed
with the U.S. Securities and Exchange Commission on February 21,
2023, plus the 125,000,000 Initial Subscription Shares.
On February 21, 2023, Antara Master Fund and the Issuer
entered into that certain Subscription Agreement (the
“Subscription Agreement”) pursuant to which the Issuer sold
125,000,000 Ordinary Shares to Antara Master Fund (the “Initial
Subscription Shares” and such subscription, the “Initial
Subscription”), in a registered offering under the Securities
Act of 1933.
Under the Subscription Agreement, from the date of issuance of the Initial
Subscription Shares to the 12-month anniversary of the
closing date of the Exchange (defined below) (the “Lock-Up
Period”), Antara Master Fund
has waived all of its voting rights in respect of the Initial
Subscription Shares and all other Ordinary Shares it may subscribe
for pursuant to the Subscription Agreement (“Subsequent
Shares”).
Additionally, on February 21, 2023, Antara Master Fund and the
Issuer entered into that certain Exchange Agreement (the
“Exchange Agreement”) pursuant to which the Issuer has
agreed to issue 219,420,000 Ordinary Shares (the “Exchange
Shares”) to Antara Master Fund in exchange for $121,900,000 in
aggregate principal amount of the Issuer’s 3.50% convertible senior
notes due 2026 (the “Convertible Notes”) held by Antara
Master Fund (the “Exchange”). The closing of the
Exchange is subject to customary closing conditions.
Under the Exchange Agreement, during the Lock-Up Period,
Antara Master Fund has (a)
agreed to waive all of its voting rights in respect of the Exchange
Shares and (b) agreed to not, directly or indirectly, sell, transfer,
assign, hypothecate, tender or otherwise dispose
(“Transfer”) any of the Exchange Shares or Subsequent
Shares; provided, however, that the restrictions on any Transfer
are limited only to an aggregate of 100,000,000 of the Ordinary
Shares acquired by Antara Master Fund as Exchange Shares or
subscribed to by Antara Master Fund under the Subscription
Agreement.
The Convertible Notes are convertible
into Ordinary Shares under certain conditions. The Reporting
Persons disclaim beneficial ownership of any Ordinary Shares
underlying the Convertible Notes as none of Antara Master Fund, the
Managed Account or the Reporting Persons are able to convert such
Convertible Notes to acquire Ordinary Shares at any time within 60
days of the date hereof.
Antara Capital is the investment
manager of Antara Master Fund and the Managed Account. Antara GP is
the general partner of Antara Capital. Mr. Gulati is the sole
member of Antara GP. Antara Capital, Antara GP and Mr. Gulati may
be deemed to beneficially own the securities of the Issuer held
directly by Antara Master Fund and the Managed Account.
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Item 5. |
Ownership of Five Percent or Less
of a Class.
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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: ☐
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Item 6. |
Ownership of More than Five Percent
on Behalf of Another Person.
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The Ordinary Shares beneficially
owned by the Reporting Persons are directly held by Antara Master
Fund and the Managed Account, for each of which Antara Capital
serves as investment manager.
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Item 7. |
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
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Not applicable.
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Item 8. |
Identification and Classification
of Members of the Group.
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Not applicable.
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Item 9. |
Notice of Dissolution of
Group.
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Not applicable.
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.
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.
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Date: March 10, 2023
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ANTARA CAPITAL LP
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By:
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Antara Capital GP LLC,
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its general partner
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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ANTARA CAPITAL GP LLC
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati
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Title: Managing Member
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By:
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/s/ Himanshu Gulati
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Name: Himanshu Gulati, an individual
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[Signature Page to Schedule
13G]
EXHIBIT LIST
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Joint Filing Agreement, dated as of March 10, 2023, by and
among Antara Capital LP, Antara Capital GP LLC and Himanshu
Gulati.
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