Filing Details
- Accession Number:
- 0001193125-23-046631
- Form Type:
- 13D Filing
- Publication Date:
- 2023-02-22 19:00:00
- Filed By:
- Kinetik S.a R.l.
- Company:
- Arrival Group
- Filing Date:
- 2023-02-23
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Kinetik S. r.l | 384,667,800 | 0 | 384,667,800 | 0 | 384,667,800 | 50.39% |
| Csaba Horv th | 0 | 384,667,800 | 0 | 384,667,800 | 384,667,800 | 50.39% |
| Anthony Julius | 0 | 384,667,800 | 0 | 384,667,800 | 384,667,800 | 50.39% |
| The Kinetik Foundation | 384,667,800 | 0 | 384,667,800 | 0 | 384,667,800 | 50.39% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Arrival
(Name of Issuer)
Ordinary Shares, accounting value per share
(Title of Class of Securities)
L0423Q108
(CUSIP Number)
Csaba Horváth
Kinetik S.à r.l.
60A, rue des Bruyères, L-1274 Howald,
Grand Duchy of Luxembourg
+352 621 266 815
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 21, 2023
(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 sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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. L0423Q108 | 13D | Page 2 of 9 Pages |
| 1. | Names of Reporting Persons.
Kinetik S.à r.l. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
384,667,800 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
384,667,800 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
384,667,800 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.39% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. L0423Q108 | 13D | Page 3 of 9 Pages |
| 1. | Names of Reporting Persons.
Csaba Horváth | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Hungary | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
384,667,800 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
384,667,800 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
384,667,800 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.39% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. L0423Q108 | 13D | Page 4 of 9 Pages |
| 1. | Names of Reporting Persons.
Anthony Julius | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
384,667,800 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
384,667,800 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
384,667,800 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.39% | |||||
| 14. | Type of Reporting Person (See Instructions)
HC | |||||
| CUSIP No. L0423Q108 | 13D | Page 5 of 9 Pages |
| 1. | Names of Reporting Persons.
The Kinetik Foundation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Guernsey | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
384,667,800 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
384,667,800 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
384,667,800 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
50.39% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. L0423Q108 | 13D | Page 6 of 9 Pages |
This Amendment No. 10 to the joint statement on Schedule 13D with respect to the ordinary shares, accounting value per share (the Ordinary Shares), of Arrival, a joint stock company governed by the laws of the Grand Duchy of Luxembourg (the Issuer), filed by the Reporting Persons (as defined below) on March 24, 2021, as amended by Amendment No. 1 to Schedule 13D filed on June 7, 2021, as amended by Amendment No. 2 to Schedule 13D filed on April 11, 2022, as amended by Amendment No. 3 to Schedule 13D filed on July 1, 2022, as amended by Amendment No. 4 to Schedule 13D filed on September 2, 2022, as amended by Amendment No. 5 to Schedule 13D filed on November 14, 2022, as amended by Amendment No. 6 to Schedule 13D filed on November 23, 2022, as amended by Amendment No. 7 to Schedule 13D filed on December 19, 2022, as amended by Amendment No. 8 to Schedule 13D filed on December 22, 2022 and as amended by Amendment No. 9 to Schedule 13D filed on February 3, 2023 (such joint statement, as so amended and as amended herein, the Schedule 13D), amends the Schedule 13D as follows (with capitalized terms used but not defined herein having the respective meanings given to them in the Schedule 13D):
1. Paragraph (a) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
This joint statement on Schedule 13D is being filed by Kinetik S.à r.l., a private limited company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (Kinetik), The Kinetik Foundation (the Foundation), Csaba Horváth and Anthony Julius (collectively, the Reporting Persons).
The board of managers of Kinetik includes Csaba Horváth, Manager, citizen of Hungary, and Anthony Julius, Manager, citizen of the United Kingdom, who share voting and investment power with respect to such shares.
The Foundation is the trustee of The Kinetik Trust (the Trust), which holds all of the limited liability company interests of Kinetik. Voting and investment decisions regarding the Ordinary Shares held by Kinetik are made on behalf of the Foundation by a council of three members, none of whom have individual voting or investment power with respect to such shares.
The Reporting Persons have entered into a Joint Filing Agreement dated February 3, 2023, a copy of which is filed as Exhibit 11 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Exchange Act.
2. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:
| Item 5. | Interest in Securities of the Issuer |
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this Schedule 13D, are based on a total of 763,344,885 Ordinary Shares outstanding as of February 21, 2023, as reported in the Issuers Form 6-K filed pursuant to Rule 13a-16 or 15d-16 on November 8, 2022, and
| CUSIP No. L0423Q108 | 13D | Page 7 of 9 Pages |
after giving effect to the sale of 125,000,000 Ordinary Shares as described in the Issuers final prospectus supplement filed pursuant to Rule 424(b)(5) on February 21, 2023. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of February 22, 2023, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
Each of Kinetik, Mr. Horváth, Mr. Julius and the Foundation beneficially owns 384,667,800 Ordinary Shares, or approximately 50.39% of the outstanding Ordinary Shares and the Reporting Persons beneficially own, in the aggregate, 384,667,800 Ordinary Shares, or approximately 50.39% of the outstanding Ordinary Shares. Mr. Horváth and Mr. Julius each disclaim beneficial ownership of the Ordinary Shares held by Kinetik, except to the extent of his pecuniary interest therein.
(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than Kinetik as set forth in the table below, effected any transaction in the Ordinary Shares since February 2, 2023:
| Date of Sale | Shares Sold (#) | Sale Price per Share ($) | ||||||||
| 2/3/2023 | 400,000 | $ | 0.3924 | 1 | ||||||
| 2/6/2023 | 400,000 | $ | 0.3911 | 2 | ||||||
| 2/7/2023 | 400,000 | $ | 0.3870 | 3 | ||||||
| 2/8/2023 | 400,000 | $ | 0.3762 | 4 | ||||||
| 1 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.385 to $0.409 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 2 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.387 to $0.3988 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 3 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3705 to $0.3997 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 4 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3644 to $0.405 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| CUSIP No. L0423Q108 | 13D | Page 8 of 9 Pages |
| 2/9/2023 | 400,000 | $ | 0.3657 | 5 | ||||||
| 2/10/2023 | 400,000 | $ | 0.3555 | 6 | ||||||
| 2/13/2023 | 400,000 | $ | 0.3294 | 7 | ||||||
| 2/14/2023 | 400,000 | $ | 0.3245 | 8 | ||||||
| 2/15/2023 | 400,000 | $ | 0.3467 | 9 | ||||||
| 2/16/2023 | 400,000 | $ | 0.3520 | 10 | ||||||
| 2/17/2023 | 400,000 | $ | 0.3290 | 11 | ||||||
| 2/21/2023 | 400,000 | $ | 0.3328 | 12 | ||||||
| 2/22/2023 | 400,000 | $ | 0.3338 | 13 |
The sale prices do not reflect brokerage commissions paid. All such sales were made pursuant to the November 2022 Plan.
3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
* * *
| 5 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3604 to $0.3845 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 6 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.35 to $0.3659 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 7 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3202 to $0.3497 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 8 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3076 to $0.3594 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 9 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3265 to $0.3543 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 10 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3405 to $0.362 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 11 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3165 to $0.3441 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 12 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3122 to $0.3707 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 13 | The sale price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3266 to $0.3607 inclusive. The reporting person undertakes to provide to the Issuer, any securities holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| CUSIP No. L0423Q108 | 13D | Page 9 of 9 Pages |
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.
| DATE: February 23, 2023 | ||
| KINETIK S.À R.L. | ||
| By: | /s/ Csaba Horváth | |
| Name: | Csaba Horváth | |
| Title: | Manager | |
| /s/ Csaba Horváth | ||
| Name: | Csaba Horváth | |
| /s/ Anthony Julius | ||
| Name: | Anthony Julius | |
| THE KINETIK FOUNDATION | ||
| By: | /s/ Gavin Ferguson | |
| Name: | Gavin Ferguson | |
| Title: | Councillor | |
| FB Family Office Limited, Councillor | ||
| By: | /s/ Gavin Ferguson | |
| Name: | Gavin Ferguson | |
| Title: | Director | |
| By: | /s/ Tess Bisson | |
| Name: | Tess Bisson | |
| Title: | Director | |