Filing Details

Accession Number:
0001193125-23-191159
Form Type:
13G Filing
Publication Date:
2023-07-20 20:00:00
Filed By:
Rosella Holdings Ltd
Company:
Lightning Emotors Inc.
Filing Date:
2023-07-21
SEC Url:
13G Filing
Ownership Summary

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
Rosella Holdings Limited 0 0 0 0 0 0.0%
International Company Management Limited 0 381,534 0 381,534 381,534 6.1%
Portman Welbeck Limited 0 381,534 0 381,534 381,534 6.1%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Lightning eMotors, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per shares

(Title of Class of Securities)

53228T101

(CUSIP Number)

July 21, 2023

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

Persons who respond to the collection of information contained

in this form are not required to respond unless the form displays

a currently valid OMB control number.

Page 1 of 6


CUSIP No. 53228T101    Schedule 13G    Page 2 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Rosella Holdings Limited

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Guernsey

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  0

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  0

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  0.0%

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO


CUSIP No. 53228T101    Schedule 13G    Page 3 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  International Company Management Limited

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Guernsey

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  0

   6.   

  SHARED VOTING POWER

 

  381,5341

   7.   

  SOLE DISPOSITIVE POWER

 

  0

   8.   

  SHARED DISPOSITIVE POWER

 

  381,5341

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  381,5341

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  6.1%2

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

1 

Represents 189,298 shares of Common Stock held directly by Caspian Investments Limited (Caspian) and 192,236 shares of Common Stock held directly by Partridge Investments Limited (Partridge). International Company Management Limited is a Director of each of Caspian and Partridge and may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by each of Caspian and Partridge. International Company Management Limited disclaims such beneficial ownership.

2 

The percentage of the shares of Common Stock beneficially owned is based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuers Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.


CUSIP No. 53228T101    Schedule 13G    Page 4 of 6 Pages

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Portman Welbeck Limited

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Guernsey

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5.     

  SOLE VOTING POWER

 

  0

   6.   

  SHARED VOTING POWER

 

  381,5341

   7.   

  SOLE DISPOSITIVE POWER

 

  0

   8.   

  SHARED DISPOSITIVE POWER

 

  381,5341

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  381,5341

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  6.1%2

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

1 

Represents 189,298 shares of Common Stock held directly by Caspian and 192,236 shares of Common Stock held directly by Partridge. Portman Welbeck Limited is a Director of each of Caspian and Partridge and may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by each of Caspian and Partridge. Portman Welbeck Limited disclaims such beneficial ownership.

2 

The percentage of the shares of Common Stock beneficially owned is based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuers Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.


CUSIP No. 53228T101    Schedule 13G    Page 5 of 6 Pages

 

Explanatory Note*

This Amendment No. 2 (the Amendment No. 2), being filed by Rosella Holdings Limited, International Company Management Limited and Portman Welbeck Limited (the Reporting Persons) amends the Schedule 13G initially filed on May 14, 2021 and the Amendment No. 1 to Schedule 13G filed on November 21, 2022 (collectively, the Schedule 13G). The information stated in this Amendment No. 2 amends the information disclosed under the corresponding entries in the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13G.

Item 4. Ownership.

 

  (a)

Amount beneficially owned:

As of July 21, 2023, Rosella Holdings Limited underwent a voluntary dissolution and transferred all of the 378,595 shares of Common Stock it previously held directly to two newly-formed Guernsey companies, Caspian Investments Limited (Caspian) and Partridge Investments Limited (Partridge). As a result, Rosella Holdings Limited is no longer the beneficial owner of any shares of Common Stock. In addition, Partridge received 2,939 shares of Common Stock from a separate affiliated Guernsey company that underwent a voluntary dissolution. As of July 21, 2023, Caspian directly holds 189,298 shares of Common Stock, and Partridge directly holds 192,236 shares of Common Stock.

As of July 21, 2023, International Company Management Limited (ICML) and Portman Welbeck Limited (PWL) may be deemed to have or share beneficial ownership of the Common Stock held by each of Caspian and Partridge, but each disclaims beneficial ownership of such Common Stock.

 

  (b)

Percent of class:

As of July 21, 2023, each of ICML and PWL may be deemed to be the beneficial owner of approximately 6.1% of the Issuers Common Stock based on 6,256,155 shares of Common Stock outstanding as of July 7, 2023, which is based on information included in the Issuers Definitive Proxy Statement on Schedule 14A filed on July 13, 2023.

 

  (c)

Number of shares of Common Stock as to which Rosella Holdings Limited has:

 

(i)    Sole power to vote or to direct the vote:      0  
(ii)    Shared power to vote or to direct the vote:      0  
(iii)    Sole power to dispose or to direct the disposition of:      0  
(iv)    Shared power to dispose or to direct the disposition of:      0  
Number of shares of Common Stock as to which each of ICML and PWL has:  
(i)    Sole power to vote or to direct the vote:      0  
(ii)    Shared power to vote or to direct the vote:      381,534  
(iii)    Sole power to dispose or to direct the disposition of:      0  
(iv)    Shared power to dispose or to direct the disposition of:      381,534  

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☒.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 53228T101    Schedule 13G    Page 6 of 6 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: July 21, 2023

 

Rosella Holdings Limited (in voluntary liquidation)
By: Granary Trust Limited, its liquidator
By:  

/s/ Alasdair Cross

Name: Alasdair Cross
Title: Director
By:  

/s/ Alison Wyser

Name: Alison Wyser
Title: Director
International Company Management Limited
By:  

/s/ Alasdair Cross

Name: Alasdair Cross
Title: Director
By:  

/s/ Alison Wyser

Name: Alison Wyser
Title: Director
Portman Welbeck Limited
By:  

/s/ Alasdair Cross

Name: Alasdair Cross
Title: Director
By:  

/s/ Alison Wyser

Name: Alison Wyser
Title: Director