Statement of Ownership (sc 13g)
01 März 2023 - 10:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. _)*
MULLEN
AUTOMOTIVE INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
62526P109
(CUSIP
Number)
November
21, 2022
(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 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 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).
| CUSIP No. 62526P109 | Schedule 13G | Page 1 of 7 |
| 1 |
NAMES
OF REPORTING PERSONS
Davis-Rice
Pty Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
178,410,495(1) |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
178,410,495(1) |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,410,495(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.00%(1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1)
Includes shares of Common Stock (as defined below) underlying outstanding Warrants
(as defined below) held by the Reporting Persons (as defined below). Upon a cash exercise
of the Warrants, the Reporting Persons have the right to acquire 178,410,495 shares of Common
Stock. The Warrants include a cashless exercise provision, which may result in the issuance
of a greater number of shares of Common Stock. Upon a cashless exercise of the Warrants,
as of February 27, 2023, the Reporting Persons had the right to acquire 196,419,469 shares
of Common Stock. The percentage ownership is calculated using 1,803,496,699 shares of Common
Stock outstanding, which is based on 1,747,209,236 shares of Common Stock outstanding as
of February 9, 2023 as disclosed in the Issuer’s Quarterly Report on Form 10-Q and
56,287,463 shares of Common Stock issued to the Reporting Persons on February 14, 2023.
| CUSIP No. 62526P109 | Schedule 13G | Page 2 of 7 |
| 1 |
NAMES
OF REPORTING PERSONS
The
Davis-Rice Property Trust |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
178,410,495(1) |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
178,410,495(1) |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,410,495(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.00%(1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 62526P109 | Schedule 13G | Page 3 of 7 |
| 1 |
NAMES
OF REPORTING PERSONS
Davis
Rice Developments Pty Ltd. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
178,410,495(1) |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
178,410,495(1) |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,410,495(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.00%(1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP No. 62526P109 | Schedule 13G | Page 4 of 7 |
| 1 |
NAMES
OF REPORTING PERSONS
Timothy
Davis-Rice |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Australia |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH: |
5 |
SOLE
VOTING POWER
178,410,495(1) |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
178,410,495(1) |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,410,495(1) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐
|
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.00%(1) |
| 12 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP No. 62526P109 | Schedule 13G | Page 5 of 7 |
| Item
1(a). | Name
of Issuer: |
Mullen
Automotive Inc. (the “Issuer”)
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
1405
Pioneer Street, Brea, California 92821
| Item
2(a). | Name
of Person Filing: |
This
Statement is filed by Davis-Rice Pty Limited, The Davis-Rice Property Trust, Davis Rice Developments Pty Ltd. and Timothy Davis-Rice
(the “Reporting Persons”). The Davis-Rice Property Trust is the sole owner of Davis-Rice Pty Limited. Davis Rice Developments
Pty Ltd. is the trustee of The Davis-Rice Property Trust. Timothy Davis-Rice is the sole director of Davis Rice Developments Pty Ltd.
and Davis-Rice Pty Ltd. Accordingly, The Davis-Rice Property Trust, Davis Rice Developments Pty Ltd. and Timothy Davis-Rice may be deemed
to have sole power to vote and dispose of the shares of the Issuer directly owned by Davis-Rice Pty Limited.
| Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
The
address of the principal business office of the Reporting Persons is 4 Murchison Street, Mittagong, NSW 2575, Australia.
Each
of Davis-Rice Pty Limited and Davis Rice Developments Pty Ltd. is an Australian private company limited by shares. The Davis-Rice Property
Trust is a trust formed under the laws of Australia. Timothy Davis-Rice is a citizen of Australia.
| Item
2(d). | Title
of Class of Securities: |
Common
Stock, par value $0.001 per share, of the Issuer (the “Common Stock”)
62526P109
| Item
3. | If
This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the
Person Filing is a: |
| (a) | ☐ |
Broker
or dealer registered under Section 15 of the Exchange Act; |
| (b) | ☐ |
Bank
as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ☐ |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ☐ |
Investment
company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ |
An
investment adviser in accordance with Rule 13d-1(b)(ii)(E); |
| (f) | ☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); |
| (h) | ☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act; |
| (j) | ☐ |
A
non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J); or |
| (k) | ☐ |
Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| CUSIP No. 62526P109 | Schedule 13G | Page 6 of 7 |
| (a) | Amount
Beneficially Owned: 178,410,495 shares |
| (b) | Percent
of Class: 9.00% |
| (c) | Number
of shares as to which the person has |
| (i) | Sole
power to vote or direct the vote: 178,410,495 shares |
| (ii) | Shared
power to vote or direct the vote: 0 shares |
| (iii) | Sole
power to dispose or direct the disposition: 178,410,495 shares |
| (iv) | Shared
power to dispose or direct the disposition: 0 shares |
| Item
5. | Ownership
of Five 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 five percent of the class of securities, check the following: ☐
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person: |
None.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person: |
None.
| Item
8. | Identification
and Classification of Members of the Group: |
None.
| Item
9. | Notice
of Dissolution of Group: |
None.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely
in connection with a nomination under § 240.14a-11.
| CUSIP No. 62526P109 | Schedule 13G | Page 7 of 7 |
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.
| Dated: March 1, 2023 |
DAVIS-RICE PTY LIMITED |
| |
| |
By: |
/s/
Timothy Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
THE DAVIS-RICE PROPERTY TRUST |
| |
|
| |
By: |
DAVIS RICE DEVELOPMENTS PTY LTD., |
| |
|
as Trustee |
| |
| |
By: |
/s/ Timothy
Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
DAVIS RICE DEVELOPMENTS PTY LTD. |
| |
| |
By: |
/s/ Timothy
Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
/s/
Timothy Davis-Rice |
| |
Timothy Davis-Rice |
EXHIBIT
A
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934,
as amended, in connection with purchases and sales by the undersigned of the securities of Mullen Automotive Inc. until such time as
the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
| Dated: March 1, 2023 |
DAVIS-RICE PTY LIMITED |
| |
| |
By: |
/s/
Timothy Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
THE DAVIS-RICE PROPERTY TRUST |
| |
|
| |
By: |
DAVIS RICE DEVELOPMENTS PTY LTD., |
| |
|
as Trustee |
| |
| |
By: |
/s/ Timothy
Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
DAVIS RICE DEVELOPMENTS PTY LTD. |
| |
| |
By: |
/s/ Timothy
Davis-Rice |
| |
Name: |
Timothy Davis-Rice |
| |
Title: |
Director |
| |
| |
/s/
Timothy Davis-Rice |
| |
Timothy Davis-Rice |
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