Filing Details

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D/A

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

 

 

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: +85225291880

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

 

July 20, 2022

(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)  x(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   9,693,771 shares of Common Stock (2)
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   9,693,771 shares of Common Stock (2)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   9,693,771 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   3.60% (3)
14.		Type of Reporting Person (see instructions)   CO

 

(1)

This Amendment No. 7 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 269,422,450 shares of the Issuer’s Common Stock outstanding as of July 20, 2022, as set forth in Section 5.10 of that Pre-Paid Advance Agreement, dated as of July 20, 2022, by and between the Issuer and YA II PN, Ltd., which was incorporated by reference into the Issuer’s Current Report on Form 8-K filed on July 21, 2022.

 

 

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)  x(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   26,882,981 shares of Common Stock (2)
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   26,882,981 shares of Common Stock (2)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   26,882,981 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   9.98% (3)
14.		Type of Reporting Person (see instructions)   CO

 

(1)	This Amendment No. 7 to Schedule 13D is filed by the Reporting Persons.

 

(2)

The shares are owned as follows: (i) 9,693,771 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 269,422,450 shares of the Issuer’s Common Stock outstanding as of July 20, 2022, as set forth in Section 5.10 of that Pre-Paid Advance Agreement, dated as of July 20, 2022, by and between the Issuer and YA II PN, Ltd., which was incorporated by reference into the Issuer’s Current Report on Form 8-K filed on July 21, 2022.

 

 

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)  x(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   26,882,981 shares of Common Stock (2)
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   26,882,981 shares of Common Stock (2)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   26,882,981 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   9.98% (3)
14.		Type of Reporting Person (see instructions)   CO

 

(1)	This Amendment No. 7 to Schedule 13D is filed by the Reporting Persons.

 

(2)

The shares are owned as follows: (i) 9,693,771 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 269,422,450 shares of the Issuer’s Common Stock outstanding as of July 20, 2022, as set forth in Section 5.10 of that Pre-Paid Advance Agreement, dated as of July 20, 2022, by and between the Issuer and YA II PN, Ltd., which was incorporated by reference into the Issuer’s Current Report on Form 8-K filed on July 21, 2022.

 

 

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)  x(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   26,882,981 shares of Common Stock (2)
		9.		Sole Dispositive Power   0
		10.		Shared Dispositive Power   26,882,981 shares of Common Stock (2)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   26,882,981 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   9.98% (3)
14.		Type of Reporting Person (see instructions)   IN

  

(1)	This Amendment No. 7 to Schedule 13D is filed by the Reporting Persons.
(2)	The shares are owned as follows: (i) 9,693,771 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 269,422,450 shares of the Issuer’s Common Stock outstanding as of July 20, 2022, as set forth in Section 5.10 of that Pre-Paid Advance Agreement, dated as of July 20, 2022, by and between the Issuer and YA II PN, Ltd., which was incorporated by reference into the Issuer’s Current Report on Form 8-K filed on July 21, 2022.

 

 

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, (iv) Amendment No. 4 filed on November 22, 2021, (v) Amendment No. 5 filed on December 13, 2021 and (vi) Amendment No. 6 filed on March 16, 2022 (the “Statement”), is hereby further amended and supplemented by this Amendment No. 7 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 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			9,693,771				0				9,693,771				0				9,693,771				9,693,771				3.60	%
Champ Key Limited			17,189,210				0				26,882,981				0				26,882,981				26,882,981				9.98	%
DE Capital Limited(2)			0				0				26,882,981				0				26,882,981				26,882,981				9.98	%
Pak Tam Li(2)			0				0				26,882,981				0				26,882,981				26,882,981				9.98	%

 

(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) 9,693,771 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 percentages set forth above are calculated based on 269,422,450 shares of the Issuer’s Common Stock outstanding as of July 20, 2022, as set forth in Section 5.10 of that Pre-Paid Advance Agreement, dated as of July 20, 2022, by and between the Issuer and YA II PN, Ltd., which was incorporated by reference into the Issuer’s Current Report on Form 8-K filed on July 21, 2022.

 

(c) Other than as disclosed in Schedule A, no transaction in shares of the Issuer’s Common Stock was effected by the Reporting Persons in the last sixty (60) days.

 

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 July 22, 2022

 

 

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: July 22, 2022

 

DD Global Holdings Limited

 

By:		/s/ Pak Tam Li
		Pak Tam Li, Director
Champ Key Limited
By:		/s/ Pak Tam Li
		Pak Tam Li, Director
DE Capital Limited
By:		/s/ Pak Tam Li
		Pak Tam Li, Director
		/s/ Pak Tam Li
		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)

 

 

Schedule A

 

This Schedule sets forth information with respect to each purchase and sale of shares of Common Stock effectuated by the Reporting Persons during the past sixty (60) days. All transactions were effectuated in the open market through a broker at the weighted-average price and price ranges set forth below:

 

Date of Transaction		Shares Purchased (Sold)				Weighted-Average Price				Price Range
July 18, 2022			(603,825	)		$	4.0541			$4.0000 - $4.1750
July 19, 2022			(1,228,205	)		$	4.0096			$4.0000 - $4.1100
July 20, 2022			(2,000,000	)		$	4.0881			$4.0000 - $4.3250
July 21, 2022			(600,000	)		$	4.0177			$4.0000 - $4.0600