Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-1(a) 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.

**CUSIP number 62914V106 has been assigned to the American Depositary Shares of the Issuer, which are quoted on the New York Stock Exchange under the symbol “NIO.” Each American Depositary Share represents one Class A Ordinary Share.

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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

The foregoing description of the Share Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Subscription Agreement, which is filed as Exhibit 99.3 and is incorporated herein by reference.

Registration Rights Agreement

On June 20, 2023, CYVN Holdings entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer. On July 11, 2023, CYVN Holdings assigned all of its rights, interests and obligations under the Registration Rights Agreement to the Reporting Person and the Reporting Person executed a counterpart to the Registration Rights Agreement and agreed to be treated as an Investor under the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, subject to certain exceptions, the Issuer is obligated to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) (i) no later than the 30th day immediately following the six-month anniversary of SSA Closing, and (2) at any time thereafter, no later than the 30th day immediately following a written demand by the Reporting Person (in case the Issuer does not already have an effective Registration Statement on Form F-3 on file with the SEC) a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), registering the resale from time to time by the Reporting Person of all of the registrable securities, which include all Class A Ordinary Shares purchased pursuant to the Stock Purchase Agreement and Share Subscription Agreement and any shares purchased by the Reporting Person following the SSA Closing, then held by the Reporting Person that are not covered by an effective registration statement. 

Except as set forth herein, the Reporting Person does not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) and (b) Items 7 through 11 and 13 of the cover page of this Schedule 13D are incorporated herein by reference. Such information is based upon on an aggregate of 1,630,106,386 Class A Ordinary Shares outstanding, which is the sum of (i) 1,545,410,843 Class A Ordinary Shares of the Issuer outstanding as of June 18, 2023, based on a representation by the Issuer in the Share Subscription Agreement, plus (ii) 84,695,543 Class A Ordinary Shares issued by the Issuer pursuant to the Share Subscription Agreement. Shares beneficially owned represent approximately 7.0% of the total Ordinary Shares outstanding, based upon an aggregate of 1,778,606,386 Ordinary Shares issued and outstanding, which is the sum of (i) 1,630,106,386 Class A Ordinary Shares plus (ii) 148,500,000 Class C Ordinary Shares (based on information provided by the Issuer).

(c) The information in Item 3 and Item 4 is incorporated herein by reference.  Except as disclosed in this Schedule 13D, there have been no transactions by the Reporting Person or the Scheduled Persons in the securities of the Issuer during the past sixty days.

(d) Except as set forth in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting Person.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information in Item 3 and Item 4 is incorporated herein by reference.

The Funding Agreement is filed as Exhibit 99.1 and is incorporated herein by reference.

The Stock Purchase Agreement is filed as Exhibit 99.2 and is incorporated herein by reference.

The Share Subscription Agreement is filed as Exhibit 99.3 and is incorporated herein by reference.

The Registration Rights Agreement is filed as Exhibit 99.4 and is incorporated herein by reference.