Sec Form 13D Filing - James Adrian filing for Volcon Inc. (VCLN) - 2021-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ___ )*

 

Volcon, Inc.

(Name of Issuer)

 

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

 

92864V103

(CUSIP Number)

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 8, 2021

(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 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-7 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.

 

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)

 

 

 

 

CUSIP No. 92864V103					13D	Page 2 of 13 Pages
	1	Names of Reporting Persons   Adrian James
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) PF
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): [_]
	6	Citizenship or Place of Organization United States of America
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0+
			8	Shared Voting Power   7,479,100+‡
			9	Sole Dispositive Power   0+
			10	Shared Dispositive Power   7,479,100+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   7,479,100+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented By Amount In Row (11)   42.52%*
	14	Type of Reporting Person (See Instructions) IN

⁺Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡Includes 6,250,000 shares of common stock underlying a warrant to purchase common stock held by Highbridge Consultants, LLC and 1,229,100 shares of common stock held by the other reporting persons.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103					13D	Page 3 of 13 Pages
	1	Names of Reporting Persons   Highbridge Consultants, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_]
	6	Citizenship or Place of Organization Wyoming
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0
			8	Shared Voting Power   6,250,000+‡
			9	Sole Dispositive Power   0
			10	Shared Dispositive Power   6,250,000+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   6,250,000+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented by Amount in Row (11)   35.5%*
	14	Type of Reporting Person (See Instructions) OO

⁺ Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡ Consists of 6,250,000 shares of common stock underlying a warrant to purchase common stock held by Highbridge Consultants, LLC.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103					13D	Page 4 of 13 Pages
	1	Names of Reporting Persons   ALS Investments, LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_]
	6	Citizenship or Place of Organization Wyoming
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0
			8	Shared Voting Power   422,200+‡
			9	Sole Dispositive Power   0
			10	Shared Dispositive Power   422,200+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   422,200+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented by Amount in Row (11)   3.72%*
	14	Type of Reporting Person (See Instructions) OO

⁺ Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡ Consists of 422,200 shares of common stock.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103					13D	Page 5 of 13 Pages
	1	Names of Reporting Persons   Svenska Investments LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_]
	6	Citizenship or Place of Organization Texas
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0
			8	Shared Voting Power   375,000+‡
			9	Sole Dispositive Power   0
			10	Shared Dispositive Power   375,000+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   375,000+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented by Amount in Row (11)   3.31 %*
	14	Type of Reporting Person (See Instructions) OO

⁺ Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡ Consists of 375,000 shares of common stock.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103					13D	Page 6 of 13 Pages
	1	Names of Reporting Persons   Vanguard Financial Trust
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_]
	6	Citizenship or Place of Organization Texas
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0
			8	Shared Voting Power   244,400+‡
			9	Sole Dispositive Power   0
			10	Shared Dispositive Power   244,400+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   244,400+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented by Amount in Row (11)   2.16%*
	14	Type of Reporting Person (See Instructions) OO

⁺ Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡ Consists of 244,400 shares of common stock.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103					13D	Page 7 of 13 Pages
	1	Names of Reporting Persons   Park 10 Investments LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [_]
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_]
	6	Citizenship or Place of Organization Wyoming
	Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power   0
			8	Shared Voting Power   187,500+‡
			9	Sole Dispositive Power   0
			10	Shared Dispositive Power   187,500+‡
	11	Aggregate Amount Beneficially Owned by Each Reporting Person   187,500+‡
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_]
	13	Percent of Class Represented by Amount in Row (11)   1.65 %*
	14	Type of Reporting Person (See Instructions) OO

⁺ Reflects ownership as of the date this filing was filed with the Securities and Exchange Commission.

^‡ Consists of 187,500 shares of common stock.

*Based on 11,337,892 shares of common stock, $0.00001 par value per share, of Volcon, Inc. outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.

 

 

 

 

CUSIP No. 92864V103

13D

Page 8 of 13 Pages

 

 

Item 1.          Security and Issuer.

 

This Schedule 13D relates to the common stock, par value $0.00001 per share (the “Common Stock”), of Volcon, Inc., a Delaware corporation (“Issuer”), whose principal executive offices are located at 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665. Information given in response to each item shall be deemed incorporated by reference in all other items as applicable.

 

Item 2.          Identity and Background.

 

a.

This statement is being filed jointly by Adrian James (“Mr. James”), Highbridge Consultants, LLC, a Wyoming limited liability company (“Highbridge”), ALS Investments, LLC, a Wyoming limited liability company (“ALS”), Svenska Investments LLC, a Texas limited liability company (“Svenska”), Vanguard Financial Trust, a trust organized under the laws of Texas (“Vanguard”), and Park 10 Investments LLC, a Wyoming limited liability company (“Park” and together with Vanguard, Svenska, ALS, Highbridge and Mr. James, the “Reporting Persons”). Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 and attached hereto as Exhibit 1. Accordingly, the Reporting Persons are hereby filing this joint Schedule 13D.

 

b.

The business address of each of the Reporting Persons is c/o Volcon, Inc. 2590 Oakmont Drive, Suite 520, Round Rock, TX 78665.

 

	c.	The primary purpose of each of Highbridge, ALS and Park is to engage in any lawful act or activity for which limited liability companies may be organized. The primary purpose of Svenska is to serve as a vehicle for Mr. James’ Individual Retirement Account. The primary purpose of Vanguard is to serve as a trust for which Mr. James is the beneficiary.” Mr. James is the sole member and sole manager of each of Highbridge, ALS and Park. Mr. James is the sole manager of Svenska, and his Individual Retirement Account is Svenska’s sole member. Mr. James is the sole trustee and beneficiary of Vanguard.
		Mr. James co-founded Issuer in 2020, and has served as a director of Issuer since inception. Since 2001, Mr. James has been founder and Chief Executive Officer of Sprout Equity Ventures (“Sprout”). Sprout is an Austin based global investment firm specializing in acquiring and partnering with mature and growing businesses. Sprout currently manages a broad base of investments in the electric vehicle, space tourism, mining, biotech, alternative energy, clean water and technology sectors.

 

d.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

e.

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order finding any violation with respect to federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

 

f.

Mr. James is a citizen of the United States of America. Each of Highbridge, ALS and Park is a Wyoming limited liability company. Svenska is a Texas limited liability company. Vanguard is a trust organized under the laws of Texas.

 

 

 

 

CUSIP No. 92864V103

13D

Page 9 of 13 Pages

 

 

Item 3.          Source and Amount of Funds or Other Consideration.

 

On August 28, 2020, the Issuer entered into consulting agreements (each a “Consulting Agreement”) with each of Pink Possum, LLC (“Pink Possum”), an entity controlled by Christian Okonsky (“Mr. Okonsky”), and Highbridge, pursuant to which Messrs. Okonsky and James provide Issuer with various services. Mr. Okonsky is a co-founder, Chairman and Chief Technology Officer of the Issuer. In consideration for entering into the Consulting Agreements, the Issuer issued to the two entities ten-year warrants to purchase Common Stock of Issuer at an exercise price of $0.004 per share. The number of shares of Common Stock issuable pursuant to the warrants was based on the number of shares of Issuer’s Common Stock outstanding at the time of exercise and provided that Pink Possum and Highbridge would receive 18.75% and 25%, respectively, of Issuer’s Common Stock outstanding at the time of exercise on a fully diluted basis. On March 26, 2021, Pink Possum and Highbridge entered into amendments to the Consulting Agreements (each a “Consulting Agreement Amendment”) agreeing to exchange the original warrants for new ten-year warrants to purchase 4,750,000 and 6,250,000 shares, respectively, of Common Stock of Issuer at an exercise price of $0.98 (the “Warrants”).

 

On October 8, 2021, the Issuer closed its initial public offering (the “IPO”) of 3,025,000 shares of the Issuer’s Common Stock. Prior to the IPO, in the aggregate, Mr. James beneficially owned 7,000,000 shares of Common Stock, including (i) shares underlying a warrant to purchase 6,250,000 shares of Common Stock at an exercise price of $0.98 per share held by Highbridge, (ii) 375,000 shares of Common Stock held directly by Svenska, (iv) 187,500 shares of Common Stock held directly by Vanguard and (v) 187,500 shares of Common Stock held directly by Park.

 

On October 18, 2021, ALS purchased (i) 147,700 shares of the Issuer’s Common Stock in multiple trades with a weighted average purchase price of $8.75 per share and (ii) an additional 87,300 shares of the Issuer’s Common Stock in multiple trades with a weighted average purchase price of $9.38 per share, for total purchase price of approximately $2,111,249.

 

On October 19, 2021, ALS purchased (i) 112,000 shares of the Issuer’s Common Stock in multiple trades with a weighted average purchase price of $9.15 per share and (ii) an additional 3,000 shares of the Issuer’s Common Stock in multiple trades with a weighted average purchase price of $8.63 per share, for total purchase price of approximately $1,050,690.

 

On October 21, 2021, Vanguard purchased 23,298 shares of the Issuer’s Common Stock in multiple trades with the weighted average purchase price of $8.67 per share, for total purchase price of approximately $202,045.

 

On October 22, 2021, ALS purchased an additional 2,000 shares of the Issuer’s Common Stock in multiple trades with weighted average purchase price of $8.82 per share, for total purchase price of approximately $17,648.

 

On October 22, 2021, Vanguard purchased 27,302 shares of the Issuer’s Common Stock in multiple trades with the weighted average purchase price of $8.93 per share, for total purchase price of approximately $243,746.

 

On October 25, 2021, Vanguard purchased an additional 6,300 shares of the Issuer’s Common Stock in multiple trades with a weighted average purchase price of $11.13 per share, for total purchase price of approximately $70,140.

 

 

 

 

CUSIP No. 92864V103

13D

Page 10 of 13 Pages

 

 

On November 16, 2021, ALS purchased an additional 34,150 shares of the Issuer’s Common Stock in multiple trades with weighted average purchase price of $14.30 per share, for total purchase price of approximately $488,345.

 

On November 17, 2021, ALS purchased an additional 21,650 shares of the Issuer’s Common Stock in multiple trades with weighted average purchase price of $15.42 per share, for total purchase price of approximately $333,843.

 

On November 18, 2021, ALS purchased an additional 14,400 shares of the Issuer’s Common Stock in multiple trades with weighted average purchase price of $16.11 per share, for total purchase price of approximately $231,984.

 

Following these transaction, Mr. James directly and indirectly beneficially owned 7,479,100 shares of the Issuer’s Common Stock, ALS had direct beneficial ownership of 422,200 shares of the Issuer’s Common Stock and Vanguard had direct beneficial ownership of 244,400 shares of the Issuer’s Common Stock. All transactions executed by ALS and Vanguard following the IPO were made with other funds.

 

Item 4.          Purpose of Transaction.

 

The Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.

 

Except as set forth in this Schedule 13D, the Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the following matters:

 

	(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
	(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
	(c)	A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;
	(d)	Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
	(e)	Any material change in the present capitalization or dividend policy of the Issuer;
	(f)	Any other material change in the Issuer’s business or corporate structure;
	(g)	Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

 

 

 

 

CUSIP No. 92864V103

13D

Page 11 of 13 Pages

 

 

	(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
	(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
	(j)	Any action similar to any of those enumerated above.

 

Each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of the above listed actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Item 5.          Interest in Securities of Issuer.

 

	(a) and (b)
		The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages for each Reporting Person and the information set forth in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
		The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 11,337,892 shares of Common Stock outstanding as of October 8, 2021, as reported on the Issuer’s prospectus filed with the Securities and Exchange Commission in connection with its initial public offering that closed on October 8, 2021.
		As of the date hereof, Mr. James, as the sole manager and sole member of each of Highbridge, ALS, Svenska and Park, and as the sole trustee and beneficiary of Vanguard, may be deemed to beneficially own (i) warrants to purchase up to 6,250,000 shares of Common Stock held directly by Highbridge, (ii) 422,200 shares of Common Stock held directly by ALS, (iii) 375,000 shares of Common Stock held directly by Svenska, (iv) 244,400 shares of Common Stock held directly by Vanguard and (v) 187,500 shares of Common Stock held directly by Park. Mr. James, directly and/or indirectly, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Issuer held by Highbridge, ALS, Svenska, Vanguard and Park. As a result of the foregoing, and for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. James may be deemed to beneficially own 7,479,100 shares of Common Stock or 42.52% of the Common Stock of the Issuer as of the date of this filing.
	(c)	Except as described herein (see Item 3), during the past sixty (60) days there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.
	(d)	Other than as described in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.
	(e)	Not applicable.