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DD Global

Filed: 14 Dec 21, 5:20pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13D/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

 

 

 

Canoo Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

13803R 102

(CUSIP Number)

 

DD GLOBAL HOLDINGS LIMITED

P.O. BOX 31119 GRAND PAVILION

HIBISCUS WAY, 802 WEST BAY ROAD

GRAND CAYMAN, KY1-1205

CAYMAN ISLANDS

TELEPHONE: +85225281880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 10, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*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 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 (“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).

 

 

 

 

 

 

CUSIP No. 13803R 102

 13D/A  

 

       
  1.   

  Name of Reporting Persons

 

  DD Global Holdings Limited

  2.   

  Check the Appropriate Box if a Member of a Group (see instructions)

 

  (a)  ☐        (b)  ☒(1)

  3.   

  SEC USE ONLY

 

  4.   

  Source of Funds (see instructions)

 

  SC

  5.   

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6.   

  Citizenship or Place of Organization

 

  Cayman Islands

       

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   7.   

  Sole Voting Power

 

  0

 8.   

  Shared Voting Power

 

  24,625,801 shares of Common Stock (2)

 9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  24,625,801 shares of Common Stock (2)

       
11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  24,625,801 shares of Common Stock (2)

12.   

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.   

  Percent of Class Represented by Amount in Row 11

 

  10.3% (3)

14.   

  Type of Reporting Person (see instructions)

 

  CO

 

(1)

This Amendment No. 5 to Schedule 13D is filed by DD Global Holdings Limited (“DD Global”), Champ Key Limited (“Champ Key”), DE Capital Limited (“DE Capital”) and Pak Tam Li (“Mr. Li”) (DD Global, Champ Key, DE Capital and Mr. Li are herein collectively referred to as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)

The shares are owned by DD Global. DD Global is wholly owned by Champ Key. Champ Key is wholly owned by DE Capital. DE Capital is wholly owned by Mr. Li. Mr. Li may be deemed to hold sole voting and dispositive power with respect to the shares held indirectly by Champ Key and DE Capital, and held of record by DD Global.

 

(3)

The percentage set forth above is calculated based on 238,630,287 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q filed on November 15, 2021.

 

2

 

 

CUSIP No. 13803R 102

 13D/A  

 

       
  1.   

  Name of Reporting Persons

 

  Champ Key Limited

  2.   

  Check the Appropriate Box if a Member of a Group (see instructions)

 

  (a)  ☐        (b)  ☒(1)

  3.   

  SEC USE ONLY

 

  4.   

  Source of Funds (see instructions)

 

  SC

  5.   

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6.   

  Citizenship or Place of Organization

 

  British Virgin Islands

       

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   7.   

  Sole Voting Power

 

  0

 8.   

  Shared Voting Power

 

  41,815,011 shares of Common Stock (2)

 9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  41,815,011 shares of Common Stock (2)

       
11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  41,815,011 shares of Common Stock (2)

12.   

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.   

  Percent of Class Represented by Amount in Row 11

 

  17.5% (3)

14.   

  Type of Reporting Person (see instructions)

 

  CO

 

(1)This Amendment No. 5 to Schedule 13D is filed by the Reporting Persons.

 

(2)The shares are owned as follows: (i) 24,625,801 by DD Global and (ii) 17,189,210 by Champ Key. DD Global is wholly owned by Champ Key. Champ Key is wholly owned by DE Capital. DE Capital is wholly owned by Mr. Li. Mr. Li may be deemed to hold sole voting and dispositive power with respect to the shares held indirectly by DE Capital, and held of record by Champ Key.

 

(3)

The percentage set forth above is calculated based on 238,630,287 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q filed on November 15, 2021.

 

3

 

 

CUSIP No. 13803R 102

 13D/A  

 

       
  1.   

  Name of Reporting Persons

 

  DE Capital Limited

  2.   

  Check the Appropriate Box if a Member of a Group (see instructions)

 

  (a)  ☐        (b)  ☒(1)

  3.   

  SEC USE ONLY

 

  4.   

  Source of Funds (see instructions)

 

  AF

  5.   

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6.   

  Citizenship or Place of Organization

 

  Cayman Islands

       

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   7.   

  Sole Voting Power

 

  0

 8.   

  Shared Voting Power

 

  41,815,011 shares of Common Stock (2)

 9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  41,815,011 shares of Common Stock (2)

       
11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  41,815,011 shares of Common Stock (2)

12.   

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.   

  Percent of Class Represented by Amount in Row 11

 

  17.5% (3)

14.   

  Type of Reporting Person (see instructions)

 

  CO

 

(1)This Amendment No. 5 to Schedule 13D is filed by the Reporting Persons.

 

(2)

The shares are owned as follows: (i) 24,625,801 by DD Global and (ii) 17,189,210 by Champ Key. DD Global is wholly owned by Champ Key. Champ Key is wholly owned by DE Capital. DE Capital is wholly owned by Mr. Li. Mr. Li may be deemed to hold sole voting and dispositive power with respect to the shares held indirectly by DE Capital, and held of record by DD Global and Champ Key.

 

(3)

The percentage set forth above is calculated based on 238,630,287 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q filed on November 15, 2021.

 

4

 

 

CUSIP No. 13803R 102

 13D/A  

 

       
  1.   

  Name of Reporting Persons

 

  Pak Tam Li

  2.   

  Check the Appropriate Box if a Member of a Group (see instructions)

 

  (a)  ☐        (b)  ☒(1)

  3.   

  SEC USE ONLY

 

  4.   

  Source of Funds (see instructions)

 

  AF

  5.   

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

  ☐

  6.   

  Citizenship or Place of Organization

 

  Hong Kong

       

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

   7.   

  Sole Voting Power

 

  0

 8.   

  Shared Voting Power

 

  41,815,011 shares of Common Stock (2)

 9.   

  Sole Dispositive Power

 

  0

   10.   

  Shared Dispositive Power

 

  41,815,011 shares of Common Stock (2)

       
11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  41,815,011 shares of Common Stock (2)

12.   

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

 

  ☐

13.   

  Percent of Class Represented by Amount in Row 11

 

  17.5% (3)

14.   

  Type of Reporting Person (see instructions)

 

  IN

 

(1)This Amendment No. 5 to Schedule 13D is filed by the Reporting Persons.

 

(2)

The shares are owned as follows: (i) 24,625,801 by DD Global and (ii) 17,189,210 by Champ Key. DD Global is wholly owned by Champ Key. Champ Key is wholly owned by DE Capital. DE Capital is wholly owned by Mr. Li. Mr. Li may be deemed to hold sole voting and dispositive power with respect to the shares held indirectly by DE Capital, and held of record by DD Global and Champ Key.

 

(3)

The percentage set forth above is calculated based on 238,630,287 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q filed on November 15, 2021.

 

5

 

 

Explanatory Note

 

The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on December 31, 2020, as amended and supplemented by (i) Amendment No. 1 filed with the Commission on May 21, 2021, (ii) Amendment No. 2 filed on September 23, 2021, (iii) Amendment No. 3 filed on October 6, 2021 and (iv) Amendment No. 4 filed on November 22, 2021 (the “Statement”), is hereby further amended and supplemented by this Amendment No. 5 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

 

Item 4. Purpose of Transaction

 

Item 4 of the Statement is hereby amended and supplemented by adding the following:

 

On December 10, 2021, AFV Partners LLC, on behalf of itself and its affiliates, exercised the option in full to purchase 2.4 million shares from DD Global, at a price of $5.83 per share, pursuant to the previously disclosed Option Agreement, dated May 18, 2021, between AFV Partners LLC and DD Global.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), (b) and (c) of the Statement are amended and restated in their entirety as follows:

 

(a), (b) The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of the date of this filing:

 

Reporting Person 

Shares

Held

Directly (1)

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (3)

 
DD Global Holdings Limited  24,625,801   0   24,625,801   0   24,625,801   24,625,801   10.3%
Champ Key Limited  17,189,210   0   41,815,011   0   41,815,011   41,815,011   17.5%
DE Capital Limited(2)  0   0   41,815,011   0   41,815,011   41,815,011   17.5%
Pak Tam Li(2)  0   0   41,815,011   0   41,815,011   41,815,011   17.5%

 

(1)Represents the number of shares of Common Stock currently underlying all Securities held by the Reporting Persons.

 

(2)The shares are owned as follows: (i) 24,625,801 by DD Global and (ii) 17,189,210 by Champ Key. DD Global is wholly owned by Champ Key. Champ Key is wholly owned by DE Capital. DE Capital is wholly owned by Mr. Li. Mr. Li may be deemed to hold sole voting and dispositive power with respect to the shares held indirectly by DE Capital, and held of record by DD Global and Champ Key.

 

(3)The percentage set forth above is calculated based on 238,630,287 shares of the Issuer’s Common Stock outstanding as of November 8, 2021, as reported on the Issuer’s Form 10-Q filed on November 15, 2021.

 

(c) Except as set forth in Item 4 hereof and in the Statement, the Reporting Persons have not effected any transactions in the Common Stock in the sixty (60) days preceding the date of this Amendment.

 

Item 7. Material to Be Filed as Exhibits

 

Item 7 of the Statement is hereby amended and supplemented to add the following exhibit:

 

A.Agreement regarding filing of joint Schedule 13D, dated December 14, 2021

 

6

 

 

SIGNATURES

 

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.

 

Date: December 14, 2021

 

DD Global Holdings Limited

 

By:

Pak Tam Li, by /s/ Michael Fielkow, Attorney-in-Fact

 
 Pak Tam Li, Director 
  
Champ Key Limited 
   
By:

Pak Tam Li, by /s/ Michael Fielkow, Attorney-in-Fact

 
 Pak Tam Li, Director 
  
DE Capital Limited 
   
By:

Pak Tam Li, by /s/ Michael Fielkow, Attorney-in-Fact

 
 Pak Tam Li, Director 
   
 

Pak Tam Li, by /s/ Michael Fielkow, Attorney-in-Fact

 
 Pak Tam Li 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

  

 

7