Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 § 13d-7(b) 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 the 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 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).

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1	NAMES OF REPORTING PERSONS
	Pacific Technology Holding LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			117,705,569 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,181,277 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	117,705,569 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	FF Global Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			117,705,569 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			65,181,277 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	117,705,569 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented as follows:

“The information set forth in Item 4 of this Amendment No. 4 is incorporated herein by reference.”

ITEM 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

The Notes would be convertible, in whole or in part, into Common Stock at any time at the option of the holders thereof at a final conversion price to be determined in the definitive documentation. The Notes would also be redeemable by the Issuer on terms to be agreed. The noteholders would also have customary demand and piggyback rights on Common Stock issued in a conversion of the Notes, and preemptive rights over offerings of equity and equity-linked securities of the Issuer for five years. The closing of the Proposed Financing would be subject to usual and customary conditions precedent, including definitive documentation.

The Term Sheet also contemplates the termination of Mr. Brian Krolicki’s service on the Board of Directors within one business day after the Issuer’s execution of the Term Sheet, and his replacement with Ms. Li Han, FF Top’s nominee to replace Mr. Brian Krolicki on the Board of Directors, within one business day after Mr. Krolicki’s resignation or removal.

The Term Sheet expires at 11:59 p.m., New York time, on July 16, 2022, unless earlier executed by all the parties. The Issuer has not yet executed the Term Sheet and there can be no assurance that the Issuer will do so, or that the Proposed Financing will be completed either on the terms described in the Term Sheet or at all. The Term Sheet contemplates that the Issuer would grant FF Top a 10-day exclusivity period following the Issuer’s execution of the Term Sheet. The successful completion of the Proposed Financing further depends on the cooperation of the Issuer, and based on FF Top’s experiences with a subset of members of the Board of Directors, such cooperation cannot be assured.

The foregoing summary of the Term Sheet does not purport to be complete. Whether any financing occurs at all, and the amount, terms and structure of, and the participants in, any financing that may occur, remains subject to discussion and due diligence (among other things), and any such discussions may be terminated without definitive agreements being reached.

The statements made herein contain “forward-looking statements.”  Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and can be identified by the use of, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “would,” “could” or the negative of such terms or other variations on such terms or comparable terminology.  Similarly, statements that describe any objectives, potential financing, involvement of any potential investors, plans or goals are forward-looking.  The forward-looking statements are based on current intent, belief, expectations, estimates and projections regarding the Issuer and projections regarding the industry in which it operates, some or all of which may not be correct.  These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially.  Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.  This cautionary statement is applicable to all forward-looking statements contained herein.”