Sec Form 13G Filing - DiamondPeak Sponsor LLC filing for NU RIDE INC (NRDE) - 2020-02-14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

DiamondPeak Holdings Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

25280H100

(CUSIP Number)

 

December 31, 2019

(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 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).

 

 

 

CUSIP No. 25280H100

1.		Names of Reporting Persons   DiamondPeak Sponsor 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   6,187,500 (1)(3)
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   6,187,500 (1)(3)
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,187,500 (1)(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (3) below.
11.		Percent of Class Represented by Amount in Row (9)   18.1%(1)(3)(4)
12.		Type of Reporting Person (See Instructions)   OO

 

 

CUSIP No. 25280H100 

1.		Names of Reporting Persons   DHP SPAC Sponsor 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   0
				6.		Shared Voting Power   6,187,500 (1)(3)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   6,187,500 (1)(3)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,187,500 (1)(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (3) below.
11.		Percent of Class Represented by Amount in Row (9)   18.1%(1)(3)(4)
12.		Type of Reporting Person (See Instructions)   OO

 

 

CUSIP No. 25280H100 

1.		Names of Reporting Persons   SP SPAC Sponsor 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   0
				6.		Shared Voting Power   6,187,500 (1)(3)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   6,187,500 (1)(3)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,187,500 (1)(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (3) below.
11.		Percent of Class Represented by Amount in Row (9)   18.1%(1)(3)(4)
12.		Type of Reporting Person (See Instructions)   OO

 

 

CUSIP No. 25280H100 

1.		Names of Reporting Persons   David T. Hamamoto
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   1,000,000 (2)
				6.		Shared Voting Power   6,187,500 (1)(3)
				7.		Sole Dispositive Power   1,000,000 (2)
				8.		Shared Dispositive Power   6,187,500 (1) (3)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   7,187,500 (1)(2)(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (3) below.
11.		Percent of Class Represented by Amount in Row (9)   21.0%(1)(2)(3)(4)
12.		Type of Reporting Person (See Instructions)   IN

 

 

CUSIP No. 25280H100 

1.		Names of Reporting Persons   Mark A. Walsh
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   0
				6.		Shared Voting Power   6,187,500 (1)(3)
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   6,187,500 (1)(3)
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   6,187,500 (1)(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares   See footnote (3) below.
11.		Percent of Class Represented by Amount in Row (9)   18.1%(1)(3)(4)
12.		Type of Reporting Person (See Instructions)   IN

 

 

(1)	See Item 4. These are the Issuer’s shares of Class B common stock, which will automatically convert into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination and as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-229286). DiamondPeak Sponsor LLC is the record holder of the shares reported herein. DHP SPAC Sponsor LLC, an affiliate of David T. Hamamoto, the Company’s Chairman and Chief Executive Officer, and SP SPAC Sponsor LLC, an affiliate of Silverpeak and one of the Company’s directors, Mark A. Walsh, each control 50% of DiamondPeak Sponsor LLC and as a result each has voting and investment discretion with respect to the common stock held by DiamondPeak Sponsor LLC. The managing members of SP SPAC Sponsor LLC are VARK Investments LLC, Brett Bossung, and Mark Walsh.  Kaushik Amin is the Manager of VARK Investments LLC. The managing member of DHP SPAC Sponsor LLC is DHP SPAC Sponsor Holdings LLC and Diamond Head Partners LLC is the managing member of DHP SPAC Sponsor Holdings LLC.  The managing member of Diamond Head Partners LLC is David T. Hamamoto. As such, each may be deemed to have or share voting and dispositive power of the Class B common stock held directly by DiamondPeak Sponsor LLC.
(2)	Includes 1,000,000 shares of Class A common stock included in the units purchased by David T. Hamamoto in the Issuer’s initial public offering.
(3)	Excludes shares of Class A common stock which may be purchased by exercising warrants that are not presently exercisable.
(4)	Based on 28,000,000 shares of Class A common stock issued and outstanding as of September 30, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and assuming the conversion of all the shares of Class B common stock held by DiamondPeak Sponsor LLC.

 

 

Item 1(a).

Name of Issuer

 

DiamondPeak Holdings Corp. (the “Issuer”)

 

Item 1(b).

Address of the Issuer’s Principal Executive Offices

 

40 W 57th Street, 29th Floor

New York, New York 10019

 

Item 2(a).

Names of Persons Filing

 

DiamondPeak Sponsor LLC, DHP SPAC Sponsor LLC, SP SPAC Sponsor LLC, David T. Hamamoto and Mark A. Walsh (collectively, the “Reporting Persons”)

 

Item 2(b).

Address of the Principal Business Office, or if none, Residence:

 

40 W 57th Street, 29th Floor

New York, New York 10019

 

Item 2(c).

Citizenship

 

Each of DiamondPeak Sponsor LLC, DHP SPAC Sponsor LLC and SP SPAC Sponsor LLC is a limited liability company formed in Delaware. Each of David T. Hamamoto and Mark A. Walsh is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities

 

Class A common stock, $0.0001 par value per share.

 

The shares of Class A common stock are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons own shares of Class B common stock and David T. Hamamoto, in his individual capacity, owns an additional 1,000,000 shares of Class A common stock. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which the shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

 

Item 2(e).

CUSIP Number

 

25280H100

 

 

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)(b) or 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)(1)(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)(1)(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) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
			Not applicable

 

Item 4.

Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2019, the Reporting Persons may be deemed to beneficially own 6,187,500 of the Issuer’s shares of Class B common stock, representing 18.1% of the total shares of Class A common stock issued and outstanding and assuming the conversion of all the shares of Class B common stock held by the Reporting Persons. The shares of Class B common stock are automatically convertible into the Issuer’s shares of Class A common stock at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-229286).

 

In addition, David T. Hamamoto individually owns 1,000,000 shares of Class A common stock. Accordingly, he may be deemed to beneficially own 7,187,500 shares of common stock, representing 21.0% of the total shares of Class A com mon stock issued and outstanding and assuming the conversion of all the shares of Class B common stock held by the Reporting Persons.

 

The foregoing percentages are based on 28,000,000 shares of Class A common stock issued and outstanding as of November 14, 2019 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019 and assuming the conversion of all the shares of Class B common stock held by the Reporting Persons.

 

DiamondPeak Sponsor LLC is the record holder of the shares reported herein. DHP SPAC Sponsor LLC, an affiliate of David T. Hamamoto, the Company’s Chairman and Chief Executive Officer, and SP SPAC Sponsor LLC, an affiliate of Silverpeak and one of the Company’s directors, Mark A. Walsh, each control 50% of DiamondPeak Sponsor LLC and as a result each has voting and investment discretion with respect to the common stock held by DiamondPeak Sponsor LLC. As such, each may be deemed to have or share voting and dispositive power of the shares of Class B common stock held directly by DiamondPeak Sponsor LLC.  

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable

 

Item 10.

Certification

 

Not Applicable

 

 

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: February 14, 2020

 

	/s/ David T. Hamamoto,
	as managing member of DHP SPAC Sponsor LLC, the managing member of DiamondPeak Sponsor LLC
	/s/ David T. Hamamoto,
	as managing member of DHP SPAC Sponsor LLC
	/s/ Mark Walsh,
	as managing member of SP SPAC Sponsor LLC
	/s/ David T. Hamamoto
	/s/ Mark A. Walsh

 

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of DiamondPeak Holdings Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2020.

 

	/s/ David T. Hamamoto,
	as managing member of DHP SPAC Sponsor LLC, the managing member of DiamondPeak Sponsor LLC
	/s/ David T. Hamamoto,
	as managing member of DHP SPAC Sponsor LLC
	/s/ Mark Walsh,
	as managing member of SP SPAC Sponsor LLC
	/s/ David T. Hamamoto
	/s/ Mark A. Walsh

 

 

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