Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FISKER INC.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
33813J106
(CUSIP Number)
October 29, 2020
(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)
|
|
[X]
|
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 the 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).
Continued on following pages
Page 1 of 16 Pages
Exhibit Index: Page 13
|
CUSIP NO. 33813J106
|
Page 1 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
MOORE CAPITAL MANAGEMENT, LP
|
||||
|
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
DELAWARE
|
||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
||
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
|||
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
|||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
|||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
||||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
||||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
|
||||
|
12
|
|
TYPE OF REPORTING PERSON
PN; IA
|
||||
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CUSIP NO. 33813J106
|
Page 2 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
MOORE GLOBAL INVESTMENTS, LLC
|
|||
|
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
DELAWARE
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
|
|||
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|||
|
CUSIP NO. 33813J106
|
Page 3 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
MOORE MACRO FUND, LP
|
|||
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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
BAHAMAS
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (SEE INSTRUCTIONS) (9)
2.5%
|
|||
|
14
|
|
TYPE OF REPORTING PERSON
PN
|
|||
|
CUSIP NO. 33813J106
|
Page 4 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
MOORE CAPITAL ADVISORS, L.L.C.
|
|||
|
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
DELAWARE
|
|||
|
NUMBER OF
SHAR
ES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
3,583,047
|
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
|
7
|
|
SOLE DISPOSITIVE POWER
3,583,047
|
||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,583,047
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|||
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|||
|
CUSIP NO. 33813J106
|
Page 5 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
MOORE STRATEGIC VENTURES, LLC
|
|||
|
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
DELAWARE
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
5,882,352
|
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
|
7
|
|
SOLE DISPOSITIVE POWER
5,882,352
|
||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,882,352
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
|
|||
|
12
|
|
TYPE OF REPORTING PERSON
OO
|
|||
|
CUSIP NO. 33813J106
|
Page 6 of 13 Pages
|
|
1
|
|
NAME OF REPORTING PERSONS
LOUIS M. BACON
|
|||
|
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
UNITED STATES
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
9,465,399
|
|
|
|
6
|
|
SHARED VOTING POWER
- 0 -
|
||
|
|
7
|
|
SOLE DISPOSITIVE POWER
9,465,399
|
||
|
|
8
|
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,465,399
|
|||
|
10
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
|||
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
|
|||
|
12
|
|
TYPE OF REPORTING PERSON
IN
|
|||
|
CUSIP NO. 33813J106
|
Page 7 of 13 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
|
Fisker Inc. (the “Issuer”).
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
1888 Rosecrans Avenue
|
|
|
Manhattan Beach, CA 90266
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) by Moore Global Investments, LLC, a Delaware limited liability company
(“MGI”), (3) by Moore Macro Fund, LP, a Bahamian limited partnership (“MMF”), (4) by Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), (5) Moore Strategic Ventures, LLC, a Delaware limited liability company (“MSV”)
and (6) by Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM serves as discretionary investment manager to MGI. MMF is the sole managing member of MGI. Mr.
Bacon is the chairman and director of MCA and is the indirect beneficial owner of MSV. This statement relates to Shares (as defined below) held by MGI and MSV. Each of MCM, MGI, MMF, MCA, MSV and Mr. Bacon, in the capacities set forth above,
may be deemed to be the beneficial owner of Shares, as applicable.
|
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
The principal business office of each of MCM, MGI, MCA, MSV and Mr. Bacon is located at Eleven Times Square, New York, New York 10036. The principal business office of
MMF is located at Citco Fund Services (Bahamas) Limited, One Montague Place, 1st Floor, East Bay Street, P.O. Box N-4906, Nassau, Bahamas.
|
|
Item 2(c).
|
Citizenship:
|
|
i)
|
MCM is a Delaware limited partnership;
|
|
ii)
|
MGI is a Delaware limited liability company;
|
|
iii)
|
MMF is a Bahamas limited partnership;
|
|
iv)
|
MCA is a Delaware limited liability company;
|
|
v)
|
MSV is a Delaware limited liability company; and
|
|
vi)
|
Mr. Bacon is a United States citizen.
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
Class A Common Stock, $0.00001 par value per share (the "Shares").
|
|
|
Item 2(e).
|
CUSIP Number:
|
| ; | |
|
33813J106
|
|
CUSIP NO. 33813J106
|
Page 8 of 13 Pages
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|||
|
This Item 3 is not applicable.
|
||||
|
Item 4.
|
Ownership:
|
|||
|
Item 4(a).
|
Amount Beneficially Owned:
|
|||
|
As of the date hereof, each of MCM, MGI, MMF, MCA and Mr. Bacon may be deemed to be the beneficial owner of 3,583,047 Shares held by MGI and each of MSV and Mr. Bacon may be deemed to be
the beneficial owner of 5,882,352 Shares held by MSV.
|
||||
|
Item 4(b).
|
Percent of Class:
|
|||
|
According to the Issuer’s Prospectus filed pursuant to Rule 424(b)(3) on December 9, 2020, the number of Shares anticipated to be outstanding as of November 30, 2020 was 144,903,975. As of
the date hereof, each of MCM, MGI, MMF and MCA may be deemed to be the beneficial owner of 2.5% of the total number of Shares outstanding, MSV may be deemed to be the beneficial owner of 4.1% of the total number of Shares outstanding and Mr.
Bacon may be deemed to be the beneficial owner of 6.5% of the total number of Shares outstanding.
|
||||
|
Item 4(c).
|
Number of shares as to which such person has:
|
|||
|
MCM
|
||||
|
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
||
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
||
|
MGI
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
MMF
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
MCA
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
3,583,047
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
3,583,047
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
MSV
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
5,882,352
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
5,882,352
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
Mr. Bacon
|
|||
|
(i)
|
Sole power to vote or direct the vote
|
9,465,399
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
9,465,399
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
CUSIP NO. 33813J106
|
Page 9 of 13 Pages
|
|
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 Persons have ceased to be the beneficial owners 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:
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's 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 such purpose or effect.
|
|
CUSIP NO. 33813J106
|
Page 10 of 13 Pages
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
|
Date: December 15, 2020
|
MOORE CAPITAL MANAGEMENT, LP
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE GLOBAL INVESTMENTS, LLC
|
|
By: Moore Capital Management, LP
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE MACRO FUND, LP
|
|
By: Moore Capital Management, LP
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE CAPITAL ADVISORS, L.L.C.
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: December 15, 2020
|
MOORE STRATEGIC VENTURES, LLC
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: December 15, 2020
|
LOUIS M. BACON
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Attorney-in-Fact
|
|
CUSIP NO. 33813J106
|
Page 11 of 13 Pages
|
EXHIBIT INDEX
Page No.
|
A.
|
Joint Filing Agreement, dated as of December 15, 2020, by and between
Moore Capital Management, LP, Moore Global Investments, LLC, Moore Macro Fund, LP, Moore Capital Advisors, L.L.C., Moore Strategic Ventures, LLC and Louis M. Bacon …....................
|
15
|
|
B. |
Power of Attorney, dated as of July 5, 2007, granted by Louis M. Bacon in favor James E. Kaye and Anthony J. DeLuca........................................................................
|
16
|
|
CUSIP NO. 33813J106
|
Page 12 of 13 Pages
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, $0.00001 par value
per share, of Fisker Inc. dated as of December 15, 2020, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
|
Date: December 15, 2020
|
MOORE CAPITAL MANAGEMENT, LP
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE GLOBAL INVESTMENTS, LLC
|
|
By: Moore Capital Management, LP
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE MACRO FUND, LP
|
|
By: Moore Capital Management, LP
|
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
|
Date: December 15, 2020
|
MOORE CAPITAL ADVISORS, L.L.C.
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: December 15, 2020
|
MOORE STRATEGIC VENTURES, LLC
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Vice President
|
|
Date: December 15, 2020
|
LOUIS M. BACON
|
|
By: /s/ James E. Kaye
|
|
|
James E. Kaye
|
|
|
Attorney-in-Fact
|
|
CUSIP NO. 33813J106
|
Page 13 of 13 Pages
|
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Louis M. Bacon, hereby make
constitute and appoint each of James E. Kaye and Anthony J. DeLuca, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name (a) in my personal capacity or (b) in my capacity as Chairman and Chief Executive
Officer of each of Moore Capital Management, LLC and Moore Capital Advisors, LLC and their respective affiliates all documents, certificates, instruments, statements, filing and agreements (“documents”) to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and
any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 or the Securities Exchange
Act of 1934 (the “Act”) and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreemen
ts pursuant to Rule 13d-1(f), and (c) any initial statements of, or states of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the July 5, 2007.
| /s/ Louis M. Bacon |
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| Louis M. Bacon |