Filing Details

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CUSIP No.: 74348Q108

 

(1)   Includes (i) 52,524,292 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC.  Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time.  Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)   Based on 416,060,596 shares of Class A Common Stock, comprised of (i) 392,765,372 shares of Class A Common Stock issued and outstanding as of September 14, 2022, as reported in the S-1/A, (ii) the issuance of 2,687,083 shares of Class A Common Stock and 14,339,110 shares of Class A Common Stock upon the exercise of certain warrants on September 26, 2022 and September 27, 2022, as reported in the S-1/A and (iii) the issuance of 6,269,031 shares of Class A Common Stock upon the exchange of certain promissory notes, as reported in the October 11 8-K.  Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

CUSIP No.: 74348Q108

 

(1)   Includes (i) 52,524,292 shares of Class A Common Stock held by certain other stockholders of the Issuer over which the Reporting Persons exercise voting control pursuant to voting agreements, (ii) 1,180,689 shares of Class A Common Stock held directly by Pacific Technology Holding LLC, and (iii) 64,000,588 shares of Class B Common Stock held directly by FF Top Holding LLC.  Shares of Class B Common Stock are convertible into an equal number of shares of Class A Common Stock of the Issuer at any time.  Assumes the conversion of the Class B Common Stock referred to above into shares of Class A Common Stock on a one-to-one basis.

(2)   Based on 416,060,596 shares of Class A Common Stock, comprised of (i) 392,765,372 shares of Class A Common Stock issued and outstanding as of September 14, 2022, as reported in the S-1/A, (ii) the issuance of 2,687,083 shares of Class A Common Stock and 14,339,110 shares of Class A Common Stock upon the exercise of certain warrants on September 26, 2022 and September 27, 2022, as reported in the S-1/A and (iii) the issuance of 6,269,031 shares of Class A Common Stock upon the exchange of certain promissory notes, as reported in the October 11 8-K.  Assumes the conversion of the Class B Common Stock referred to in footnote 1 into shares of Class A Common Stock.

 

AMENDMENT NO. 13 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Class A Common Stock and Class B Common Stock of the Issuer on August 2, 2021, as amended on May 17, 2022, June 24, 2022, June 27, 2022, July 15, 2022, July 18, 2022, August 2, 2022, August 8, 2022, August 23, 2022, September 9, 2022, September 19, 2022, September 26, 2022 and October 17, 2022 (as so amended through October 17, 2022, the “Original Schedule 13D” and together with this Amendment No. 13, the “Schedule 13D”).  Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this Amendment No. 13 does not modify any of the information previously reported in the Schedule 13D.

 

Item 4.

Purpose of Transaction.

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

“On October 14, 2022, FF Top delivered a Notice of Nomination of Replacement FF Top Designees (the “Han Nomination Notice”) to the Issuer stating that FF Top was nominating Ms. Li Han to fill the vacancy on the Board left by Ms. Susan Swenson’s resignation.  In the Han Nomination Notice, FF Top states, among other things, that since “the ‘Implementation Condition’ (as defined in the [Heads of Agreement]) has not been satisfied and Ms. Swenson’s resignation was not effected in accordance with the first sentence of Section 3(b) of Part C of the [Heads of Agreement], the restriction set forth in the second sentence of Section 3(b) of Part C of the [Heads of Agreement] does not apply, and FF Top has the right pursuant to the Shareholder Agreement (as defined in the [Heads of Agreement]) to fill the vacancy created by Ms. Swenson’s resignation at any time.” A copy of the Han Nomination Notice is included as Exhibit 15 to this Amendment and incorporated herein by reference.  FF Top has further communicated to the Issuer that (i) it believes adding Ms. Li Han, who has a strong background in corporate governance and law as a result of having been both a public company general counsel at Shanda Group and a lawyer at several prestigious international law firms, will strengthen and bring needed skills to the Board and (ii) once Mr. Brian Krolicki resigns from the Board, which he is required to do once the “Implementation Condition” (as defined in the Heads of Agreement) has been satisfied, the Issuer will need another independent Board member in order for the Board to continue to be comprised of a majority of independent directors, as required by Nasdaq rules.

FF Top has further communicated to the Issuer that it believes that Ms. Swenson’s vacancy should be filled with a nominee of FF Top, notwithstanding the current level of FF Top’s beneficial ownership of the Issuer, in light of the manner in which the Issuer has recently substantially diluted FF Top and other pre-existing stockholders of the Issuer.

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby supplemented to include the following exhibit:

Exhibit 15:

Han Nomination Notice, dated October 14, 2022.

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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