SEC Filing | Lordstown Motors Corp.

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As filed with the Securities and Exchange Commission on August 24, 2022

Registration No. 333-250045

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 4
TO

FORM S-1

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Lordstown Motors Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

6770
(Primary Standard Industrial
Classification Code No.)

83-2533239
(I.R.S. Employer
Identification No.)

2300 Hallock Young Road
Lordstown, Ohio 44481
(234) 285-4001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Melissa A. Leonard
Lordstown Motors Corp.
2300 Hallock Young Road
Lordstown, Ohio 44481
(234) 285-4001
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Janet A. Spreen, Esq.
Baker & Hostetler LLP
127 Public Square, Suite 2000
Cleveland, Ohio 44114
Tel: (216) 621-0200
Fax: (216) 696-0740

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

Lordstown Motors Corp., a Delaware corporation, filed a Registration Statement on Form S-1 on November 12, 2020, which was declared effective on December 4, 2020, and which was amended by Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, filed on June 10, 2021, Post-Effective Amendment No. 2 to the Registration Statement on Form S-1, filed on July 15, 2021, and Post-Effective Amendment No. 3 to the Registration Statement on Form S-1, filed on March 21, 2022 (as amended and supplemented, the “Registration Statement”). This Post-Effective Amendment No. 4 to Form S-1 on Form S-3 (the “Post-Effective Amendment”) is being filed in order to convert the Registration Statement into a registration statement on Form S-3 and to make certain other updates, including updated information regarding certain selling securityholders and a reduction in the number of shares of Class A common stock being offered by the selling securityholders to 60,700,926 shares.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 24, 2022

PRELIMINARY PROSPECTUS

Lordstown Motors Corp.

Up to 60,700,926 Shares of Class A Common Stock

Up to 2,276,464 Shares of Class A Common Stock Issuable Upon Exercise of
Warrants
Up to 2,276,464 Warrants

This prospectus relates to the issuance by us of up to an aggregate of up to 2,276,464 of our Class A common stock, $0.0001 par value per share (“Class A common stock”), that are issuable upon the exercise of 2,276,464 (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of DiamondPeak Holdings Corp. (“DiamondPeak”). We will receive the proceeds from any exercise of any Private Placement Warrants for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (i) up to 60,700,926 shares of Class A common stock (including up to 2,276,464 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants and up to 1,649,489 shares of Class A common stock that may be issued upon exercise of BGL Warrants (as defined below)) and (ii) up to 2,276,464 Private Placement Warrants. We will not receive any proceeds from the sale of any shares of Class A common stock or Private Placement Warrants by the Selling Securityholders pursuant to this prospectus.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the securities. The Selling Securityholders may sell the shares of Class A common stock and Private Placement Warrants covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section entitled “Plan of Distribution.”

Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “RIDE.” On August 23, 2022, the last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $2.02.

Investing in these securities involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 4 of this prospectus and in our most recent reports on Form 10-K and Form 10-Q that are incorporated by reference in this prospectus before you invest in our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2022.

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	ABOUT THIS PROSPECTUS					1
	SUMMARY					2
	THE OFFERING					3
	RISK FACTORS					4
	FORWARD-LOOKING STATEMENTS					5
	USE OF PROCEEDS					7
	DESCRIPTION OF OUR SECURITIES					8
	SELLING SECURITYHOLDERS					15
	PLAN OF DISTRIBUTION					24
	MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES					27
	LEGAL MATTERS					33
	EXPERTS					33
	WHERE YOU CAN FIND MORE INFORMATION					34
	INFORMATION INCORPORATED BY REFERENCE					34

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants. We will receive proceeds from any exercise of the Private Placement Warrants or the warrants issued to Brown Gibbons Lang & Company (the “BGL Warrants”) for cash.

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the information incorporated by reference herein or therein. Refer to”Information Incorporated by Reference” and “Where You Can Find More Information.”

On October 23, 2020 (the “Closing Date”), DiamondPeak Holdings Corp., our predecessor company (“DiamondPeak”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of August 1, 2020 (the “Business Combination Agreement”), by and among DiamondPeak, DPL Merger Sub Corp. (“Merger Sub”) and Lordstown Motors Corp. (“Legacy Lordstown” and now known as Lordstown EV Corporation), pursuant to which Merger Sub merged with and into Legacy Lordstown, with Legacy Lordstown surviving the merger as a wholly-owned subsidiary of DiamondPeak (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). On the Closing Date, and in connection with the closing of the Business Combination (the “Closing”), DiamondPeak changed its name to Lordstown Motors Corp.

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Lordstown,” “we,” “us,” “our” and similar terms refer to Lordstown Motors Corp. (f/k/a DiamondPeak Holdings Corp.) and its consolidated subsidiaries (including Legacy Lordstown). References to “DiamondPeak” refer to our predecessor company prior to the consummation of the Business Combination.

This prospectus contains our registered and unregistered trademarks and service marks, as well as trademarks and service marks of third parties. Solely for convenience, these trademarks and service marks are referenced without the ®, ™ or similar symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and service marks. All brand names, trademarks and service marks appearing in this prospectus are the property of their respective holders.

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SUMMARY

This summary highlights selected information appearing elsewhere in or incorporated by reference into this prospectus. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus and the documents incorporated by reference herein carefully, including the information referenced under the heading “Risk Factors” and in our financial statements, together with any accompanying prospectus supplement.

Overview

Lordstown is an electric vehicle (“EV”) innovator developing high-quality light duty commercial fleet vehicles, with the Endurance all electric pick-up truck as our first vehicle being launched in the Lordstown, Ohio facility.

As described in more detail in the documents incorporated by reference herein, we recently completed the sale of the Lordstown, Ohio manufacturing facility to Foxconn EV Technology, Inc., an Ohio corporation, and an affiliate of Hon Hai Technology Group (“HHTG”; either HHTG or applicable affiliates of HHTG are referred to herein as “Foxconn”) and entered into a manufacturing supply agreement pursuant to which Foxconn will manufacture the Endurance at the facility and perform related services. We have also recently established a joint venture with Foxconn to jointly design, develop, test and industrialize all-electric commercial vehicles with Foxconn using its Mobility-in-Harmony (“MIH”) platform, which would also be built at the Lordstown, Ohio plant and potentially licensed for production elsewhere in the world.

We continue to explore all financing alternatives as our operations are anticipated to require significant capital investment for the foreseeable future. We are also seeking strategic partners, including other automakers, to provide additional capital/or and other support to enable us to scale the Endurance program and to develop new vehicle programs through the joint venture with Foxconn. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all.

Corporate Information

Lordstown Motors Corp., originally known as DiamondPeak Holdings Corp., was incorporated in Delaware on November 13, 2018 as a blank check company for the purpose of effecting a business combination and completed its initial public offering in March 2019. As described above, the Business Combination was completed on October 23, 2020. The mailing address of our principal executive office is 2300 Hallock Young Road, Lordstown, Ohio 44481. Our telephone number is (234) 285-4001. Our website address is www.lordstownmotors.com. Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “RIDE.” Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus.

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THE OFFERING

Issuer

Lordstown Motors Corp. (f/k/a DiamondPeak Holdings Corp.).

Issuance of Class A Common Stock

Shares of Class A Common Stock Offered by Us

2,276,464 shares of Class A common stock, issuable upon the exercise of Private Placement Warrants.

Shares of Class A Common Stock Outstanding Prior to Exercise of All Warrants

205,871,561 shares (as of August 1, 2022).

Shares of Class A Common Stock Outstanding Assuming Exercise of All Warrants

209,797,514 shares (based on total shares outstanding as of August 1, 2022).

Exercise Price of Warrants

$11.50 per share for the Private Placement Warrants and $10.00 per share for the BGL Warrants, each subject to adjustment as described herein. See “Description of Securities — Warrants” for further discussion.

Use of Proceeds

We will receive up to an aggregate of approximately $43.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “Use of Proceeds” for further discussion.

Resale of Class A Common Stock and Private Placement Warrants

Shares of Class A Common Stock Offered by the Selling Securityholders

60,700,926 shares of Class A common stock (including up to 3,925,953 shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants and BGL Warrants).

Warrants Offered by the Selling Securityholders

2,276,464 Private Placement Warrants.

Redemption

The Private Placement Warrants are redeemable in certain circumstances. See “Description of Securities — Warrants” for further discussion.

Use of Proceeds

We will not receive any proceeds from the sale of shares of Class A common stock or Private Placement Warrants by the Selling Securityholders.

Market for Class A Common Stock and Warrants

Our Class A common stock is currently traded on the Nasdaq Global Select Market under the symbol “RIDE.” We currently do not intend to list the Private Placement Warrants offered hereby or the BGL Warrants on any stock exchange or stock market.

Risk Factors

See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Before making a decision to invest in our securities, you should carefully consider the risks described under the heading “Risk Factors” in any applicable prospectus supplement and any related free writing prospectus, and under “Part I, Item 1A. Risk Factors” contained in our most recent annual report on Form 10-K and in subsequent quarterly reports on Form 10-Q, as well as any amendments thereto, which are incorporated by reference into this prospectus and the applicable prospectus supplement in their entirety, together with other information in this prospectus and the applicable prospectus supplement, the documents incorporated by reference herein and therein, and any free writing prospectus that we may authorize for use in connection with a specific offering. See “Where You Can Find Additional Information.”

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FORWARD-LOOKING STATEMENTS

This prospectus, any prospectus supplement and any related free writing prospectus, including the information incorporated by reference herein and therein, contain or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. Accordingly, these statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from those expressed in them.

Given these uncertainties, you should not place undue reliance on these forward-looking statements as actual events or results may differ materially from those projected in the forward-looking statements due to various factors, including, but not limited to, those set forth under the heading “Risk Factors” in any applicable prospectus supplement, the documents incorporated by reference therein or any free writing prospectus that we authorized and under “Part I, Item 1A. Risk Factors” contained in our most recent annual report on Form 10-K, and in subsequent quarterly reports on Form 10-Q, as well as any amendments thereto, which are incorporated by reference into this prospectus and the applicable prospectus supplement in their entirety, as well as the following:

•

our ability to continue as a going concern, which requires us to manage costs, obtain significant additional funding to execute our business plan, and achieve our production targets for the Endurance in 2022 and beyond, and our ability to raise such funding on a reasonable timeline and with suitable terms;

•

our ability to raise sufficient capital in order to invest in the tooling that we expect will enable us to eventually lower the Endurance bill of materials cost, continue design enhancements of the Endurance and fund any future vehicles we may develop;

•

the cost and other impacts of contingent liabilities such as current and future litigation, claims, regulatory proceedings, investigations, complaints, product liability claims, stockholder demand letters, availability of insurance coverage and/or adverse publicity, which may have a material adverse effect, whether or not successful or valid, on our liquidity position, cash projections, business prospects and ability and timeframe to obtain financing;

•

our ability to realize the benefits from our recently completed transactions and agreements with Foxconn;

•

our ability to execute our business plan, expansion plans, strategic alliances and other opportunities, including development and market acceptance of our planned products;

•

risks related to our limited operating history, the rollout of our business and the timing of expected business milestones, including the ability to complete the engineering of the Endurance, to ensure completion of the retooling of the production facility, to establish appropriate supplier relationships, to successfully complete testing, homologation and certification and to start commercial production and delivery of the Endurance, in accordance with our projected timeline;

•

our ability to source and maintain suppliers for our critical components and the terms of such arrangements, and our ability to complete building out our supply chain;

•

the availability and cost of raw materials and components, particularly in light of current supply chain disruptions and labor concerns, inflation, and the consequences of such shortages on testing and other activities, which could present challenges that impact the timing of our commercial production;

•

our ability to successfully identify and implement actions that will lower the Endurance bill of materials cost, including sourcing benefits anticipated from our relationship with Foxconn;

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•

our ability to obtain binding purchase orders and build customer relationships, including uncertainties as to whether and to what degree we are able to convert previously-reported nonbinding pre-orders and other indications of interest in our vehicle into binding orders and ultimately sales;

•

our ability to deliver on the expectations of customers with respect to the pricing, performance, quality, reliability, safety and efficiency of the Endurance and to provide the levels of after sale service and support that they will require;

•

the risk that our technology, including our hub motors, do not perform as expected;

•

our ability to conduct business using a direct sales model, rather than through a dealer network used by most other OEMs;

•

our ability to remain in compliance with our debt covenants and the risks associated with having pledged significant assets as collateral for recently incurred indebtedness;

•

the effects of competition on our ability to market and sell vehicles;

•

our ability to attract and retain key personnel;

•

the pace and depth of electric vehicle adoption generally;

•

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•

our ability to obtain required regulatory approvals and changes in laws, regulatory requirements, governmental incentives and fuel and energy prices;

•

the impact of health epidemics, including the COVID-19 pandemic, on our business, the other risks we face and the actions we may take in response thereto;

•

cybersecurity threats and compliance with privacy and data protection laws;

•

failure to timely implement and maintain adequate financial, information technology and management processes and controls and procedures; and

•

the possibility that we may be adversely affected by other economic, geopolitical, business and/or competitive factors, including the direct and indirect effects of the war in Ukraine.

We qualify all of the forward-looking statements contained in this prospectus, in the documents incorporated by reference herein and in any prospectus supplement by these cautionary statements. These forward-looking statements speak only as of the date on which the statements were made and are not guarantees of future performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to review any additional disclosures we make in the documents we subsequently file with the SEC that are incorporated by reference in this prospectus and any prospectus supplement. See “Where You Can Find Additional Information.”

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USE OF PROCEEDS

All of the Class A common stock and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any proceeds from the sale of our securities by the Selling Securityholders pursuant to this prospectus.

We will receive up to an aggregate of approximately $43.1 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that any Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease. We will have broad discretion regarding the timing and application of the net proceeds from this offering. We expect to use the net proceeds from the exercise of any Warrants for general corporate purposes. Pending the ultimate use of such proceeds, we may invest the net proceeds in short-term, investment-grade, interest- bearing instruments.

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DESCRIPTION OF OUR SECURITIES

The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Restated Certificate of Incorporation(the “Charter”), our Amended and Restated Bylaws (the “Bylaws”) and the Warrant-related documents described herein, which are exhibits to the registration statement of which this prospectus is a part. We urge to you read each of the Charter, the Bylaws and the Warrant-related documents described herein in their entirety for a complete description of the rights and preferences of our securities.

Authorized and Outstanding Stock

The Charter authorizes the issuance of 462,000,000 shares of capital stock, $0.0001 par value per share, consisting of 450,000,000 shares of Class A common stock and 12,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The outstanding shares of Class A common stock are duly authorized, validly issued, fully paid and non-assessable.

Class A Common Stock

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A common stock possess all voting power for the election of our directors and all other matters requiring stockholder action, and at all times vote together as one class on all matters properly submitted to a vote of the stockholders. Holders of Class A common stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends

Holders of Class A common stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the board of directors in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends and distributions.

Liquidation, Dissolution and Winding Up

In the event of any voluntary or involuntary liquidation, dissolution, distribution of assets or winding up, holders of the Class A common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights

Our stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock.

Election of Directors

Our Charter provides that our board of directors is divided into three classes, each of which generally serves for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors.

Preferred Stock

Our Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof. Our board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Class A common stock and could have anti-takeover effects. The ability

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of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management.

We have no preferred stock outstanding as of the date hereof.

Warrants

As of August 1, 2022, there were 3,925,953 Warrants outstanding in the aggregate to purchase our Class A common stock, consisting of 2,276,464 Private Placement Warrants and 1,649,489 BGL Warrants.

Except as discussed below, including under “Private Placement Warrants and BGL Warrants,” the Private Placement Warrants and BGL Warrants have terms and provisions that are identical to those of the previously outstanding Public Warrants, as described below.

Each whole Warrant entitles the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per share (or $10.00 per share in the case of the BGL Warrants), subject to adjustment as discussed below. Pursuant to the Warrant Agreement, a Warrant holder may exercise its Warrants only for a whole number of shares of Class A common stock. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. The Warrants will expire on October 23, 2025, at 5:00 p.m., New York City time (or October 23, 2023, at 5:00 p.m., New York City time, in the case of the BGL Warrants), or earlier upon redemption or liquidation.

We have filed this registration statement registering the resale of the Class A common stock issuable upon future exercise of the Private Placement Warrants or the BGL Warrants. We will use our reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.

Private Placement Warrants and BGL Warrants

The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be redeemable by us so long as they are held by DiamondPeak’s sponsor, DiamondPeak Sponsor LLC (the “Sponsor”), certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) or their respective permitted transferees or any of our officers or directors. Otherwise, the Private Placement Warrants have terms and provisions that are identical to the previously outstanding Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by such holders on the same basis as the previously outstanding Public Warrants.

If holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their Private Placement Warrants in that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying such Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of Warrant exercise is sent to the warrant agent.

On July 24, 2020, Legacy Lordstown entered into an amended engagement agreement (the “BGL Letter Agreement”) with Brown, Gibbons Lang & Company Securities, Inc. (“BGL Securities”), pursuant to which, among other things, BGL Securities was engaged to serve as a financial advisor to Legacy Lordstown in connection with the Business Combination and other related transactions. Among other things, Legacy Lordstown agreed that contemporaneously with the Closing, we would issue the BGL Warrants to BGL Securities or its designee (which in this case is BGL), entitling it to purchase, in the aggregate, 1% of our issued and outstanding Class A common stock, as determined immediately after giving effect to the Business Combination and the PIPE investment that occurred in connection therewith.

The BGL Warrants have an exercise price of $10.00 per share and are exercisable until October 23, 2023 without regard as to whether a registration statement with respect to the underlying shares is then in effect. Other than the exercise price and other terms set forth in the BGL Letter Agreement as described above

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and certain other terms consistent with the nature of the BGL Warrants (i.e., that they were privately, rather than publicly, issued), the BGL Warrants are subject to substantially the same terms and conditions as the previously outstanding Public Warrants.

Notwithstanding any rights that we have to redeem, exchange or force an exercise of the BGL Warrants, we agreed only to exercise any such rights over any BGL Warrants to the extent that the shares of Class A common stock that are issuable upon BGL’s exercise of the BGL Warrants (i) are not then subject to lock-up restrictions and (ii) either (a) are then subject to an effective registration statement covering the resale of such shares by BGL (and such registration statement is then available for such resale) or (b) may then be sold by BGL pursuant to Rule 144 under the Securities Act (“Rule 144”).

Redemption of Warrants for Cash

We may call the outstanding Warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per Warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the Warrant holders.

If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Warrants, each Warrant holder will be entitled to exercise its Warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 or $10.00 Warrant exercise price after the redemption notice is issued.

Redemption of Warrants for Shares of Class A Common Stock

We may redeem the outstanding Warrants:

•

in whole and not in part;

•

at a price equal to a number of shares of Class A common stock to be determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below) except as otherwise described below;

•

upon a minimum of 30 days’ prior written notice of redemption;

•

if, and only if, the last reported sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the Warrant holders; and

•

if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The numbers in the table below represent the “redemption prices,” or the number of shares of Class A common stock that a Warrant holder will receive upon redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date,

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determined based on the average of the last reported sales price for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.

The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant.

Redemption Date (period to expiration of Warrants)	Fair Market Value of Class A Common Stock
Redemption Date (period to expiration of Warrants)	$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.365
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.365
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.365
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.365
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.365
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.364
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.364
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.364
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.364
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.364
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.364
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.364
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.364
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.363
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.363
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.363
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.362
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.362
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each Warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the Warrants, we may choose to, pursuant to this redemption feature, redeem the Warrants at a “redemption price” of 0.277 shares of Class A common stock for each whole Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the Warrants, we may choose to, pursuant to this redemption feature, redeem the Warrants at a “redemption price” of 0.298 shares of Class A

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common stock for each whole Warrant. Finally, as reflected in the table above, we can redeem the Warrants for no consideration in the event that the Warrants are “out of the money” (i.e. the trading price of our Class A common stock is below the exercise price of the Warrants) and about to expire.

As stated above, we can redeem the Warrants when the Class A common stock is trading at a price starting at $10.00, which is at or below the exercise price of $10.00 or $11.50, as applicable, because it will provide certainty with respect to our capital structure and cash position while providing Warrant holders with fair value (in the form of shares of Class A common stock). If we choose to redeem the Warrants when the Class A common stock is trading at a price below the exercise price of the Warrants, this could result in the Warrant holders receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their Warrants for shares of Class A common stock if and when Class A common stock was trading at a price higher than the exercise price.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of shares of Class A common stock to be issued to the holder.

Redemption Procedures and Cashless Exercise

If we call the Warrants for redemption for cash as described above, our management will have the option to require any holder that wishes to exercise its Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our Warrants. If our management elects this option, all holders of Warrants would pay the exercise price by surrendering their Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a Warrant redemption. If we call our Warrants for redemption and our management does not elect this option, our Sponsor, our Anchor Investor and their permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other Warrant holders would have been required to use had all Warrant holders been required to exercise their Warrants on a cashless basis, as described in more detail below.

A holder of a Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.

If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “fair market value” will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights

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offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “fair market value” means the volume weighted average price of Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the Warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, or (c) to satisfy the redemption rights of the holders of Class A common stock in connection with the Business Combination, then the Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.

If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.

Whenever the number of shares of Class A common stock purchasable upon the exercise of the Warrants is adjusted, as described above, the Warrant exercise price will be adjusted by multiplying the Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the Warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter. In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of our assets or other property as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised its Warrants immediately prior to such event. If less than 70.0% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Warrant properly exercises the Warrant within 30 days following public disclosure of such transaction, the Warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value (as defined in the Warrant Agreement) of the Warrant.

The Warrants were issued in registered form under a Warrant Agreement between American Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision.

The Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of Class A common stock or

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any voting rights until they exercise their Warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the Warrant holder.

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SELLING SECURITYHOLDERS

The Selling Securityholders acquired the shares of our Class A common stock and the Private Placement Warrants offered hereby and may acquire the shares of our Class A common stock issuable upon exercise of the Private Placement Warrants and the BGL Warrants (the “Warrant Shares”), in each case, in a private offering pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act.

Pursuant to various agreements with certain of the Selling Securityholders, we agreed to file the registration statement of which this prospectus forms a part with the SEC for the purposes of registering for resale the Private Placement Warrants, the Warrant Shares and certain shares of Class A common stock issued to the Selling Securityholders pursuant to such agreements. We are also registering for resale the shares of Class A common stock received by the Legacy Lordstown stockholders in the Business Combination.

The following table sets forth, based on written representations from the Selling Securityholders, certain information as of July 22, 2022, except where noted below, regarding the beneficial ownership of the Selling Securityholders of our Class A common stock and the Private Placement Warrants and the shares of Class A common stock and the Private Placement Warrants being offered by the Selling Securityholders. Information with respect to shares of Class A common stock beneficially owned prior to the offering includes shares underlying Private Placement Warrants and other rights of such Selling Securityholder to acquire Class A common shares. The applicable percentage ownership of the securities being offered hereby is based on approximately 205,871,561 shares of Class A common stock outstanding as of August 1, 2022. Information with respect to shares of Class A common stock and the Private Placement Warrants owned beneficially after the offering assumes the sale of all of the shares of Class A common stock, Private Placement Warrants and Warrant Shares offered and no other purchases or sales of our securities. The Selling Securityholders may offer and sell some, all or none of their shares of Class A common stock, their Private Placement Warrants or Warrant Shares, as applicable.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes to the table below, we believe, based on the information furnished to us, that the Selling Securityholders have sole voting and investment power with respect to all shares of Class A common stock, the Private Placement Warrants and Warrant Shares that they beneficially own, subject to applicable community property laws. Except as otherwise described below, based on the information provided to us by the Selling Securityholders, no Selling Securityholder is a broker-dealer or an affiliate of a broker-dealer.

									Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold				Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold
Name of Selling Securityholder	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Private Placement Warrants Beneficially Owned Prior to Offering		Number of Shares of Class A Common Stock Being Offered(1)		Number of Private Placement Warrants Being Offered		Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold		Percent		Number		Percent
Abel Family Investments LLC		782,005		0		782,005		0		0		0		0		0
Adam & Ellen Gannon Shapiro JT TEN		50,055		0		44,555		0		5,500		**		0		0
Adam Perlow & Marlo S. Perlow JT TEN		27,940		0		27,940		0		0		0		0		0
Albert T. Adams, Trustee of The Albert T. Adams Trust(2)		100,383		0		100,383		0		0		0		0		0
Albert Thomas Adams(2)		55,881		0		55,881		0		0		0		0		0
Alexander Gitch		1,504		575		1,504		575		0		0		0		0
Alice A. Devine		5,000		0		5,000		0		0		0		0		0
AMFCO-4 LLC(3)		330,000		0		301,000		0		29,000		**		0		0
Andrew D. Weller		14,513		0		14,513		0		0		0		0		0
Andrew Richardson(4)		88,357		0		88,357		0		0		0		0		0

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									Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold				Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold
Name of Selling Securityholder	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Private Placement Warrants Beneficially Owned Prior to Offering		Number of Shares of Class A Common Stock Being Offered(1)		Number of Private Placement Warrants Being Offered		Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold		Percent		Number		Percent
Anthony B. Cimino*		183,411		0		183,411		0		0		0		0		0
Anthony J. Hasapis*		5,019		0		5,019		0		0		0		0		0
Anthony V. Milone		52,589		0		52,308		0		281		*		0		0
Armory Fund LP(3)		273,000		0		210,000		0		63,000		**		0		0
Article Third of Hamamoto Family Trust 2003(5)		994,755		202,933		266,971		202,933		524,851		**		0		0
ATJ Electrical Co Inc(6)		40,304		0		30,304		0		10,000		**		0		0
Barbara G. Samuels(7)		235,342		0		235,342		0		0		0		0		0
Barrett A. Binion		753		288		288		288		465		**		0		0
BEMAP Master Fund Ltd*(8)		545,454		0		545,454		0		0		0		0		0
Blackwell Horizon LLC(9)		46,466		0		46,466		0		0		0		0		0
BLDG, LLC(10)		10,060		0		10,060		0		0		0		0		0
Brad S. Lebovitz		37,044		6,398		37,044		6,398		0		0		0		0
Bradley L. Todora		20,120		0		20,120		0		0		0		0		0
Brett Bossung		649,667		16,917		649,667		16,917		0		0		0		0
Brett C. Klyza		17,675		7,493		17,675		7,493		0		0		0		0
Brian A. Betancourt*		112,969		0		112,969		0		0		0		0		0
Brian Frank		10,101		0		10,101		0		0		0		0		0
Brian Roberts		122,204		0		122,204				0		0		0		0
Brown Gibbons Lang & Company LLC(11)		1,649,489		0		1,649,489		0		0		0		0		0
Chris Prouty*		40,082		0		40,082		0		0		0		0		0
Chris S. Westfahl		67,379		2,624		67,379		2,624		0		0		0		0
Christine M. Ojile		5,769		0		5,019		0		750		**		0		0
Christopher J. Cecchetelli		1,223		468		1,223		468		0		0		0		0
Chuan D. Vo(12)		227,641		0		717		0		226,924		**		0		0
Clayton E. Wimberly & Joan Mary Wimberly COMM WROS PROP*		15,152		0		15,152		0		0		0		0		0
Colleen C. Fennerty		753		288		753		288		0		0		0		0
Connie Leonard		2,000		0		2,000		0		0		0		0		0
Constantine A. Tujios		43,881		5,248		43,881		5,248		0		0		0		0
Daniel J. Wampler & Lisa Ann Wampler JT TEN*		177,446		0		177,446		0		0		0		0		0
Daniel W. Grotenhuis*		111,763		0		111,763		0		0		0		0		0
Danielle Voroba		719		719		719		719		0		0		0		0
David Ezekiel		90,000		0		90,000		0		0		0		0		0
David Mazzullo*		40,405		0		40,405		0		0		0		0		0
David T. Hamamoto(13)		2,835,360		1,217,597		2,819,423		1,217,597		15,937		**		0		0
Dechomai Asset Trust(14)		500,000		0		500,000		0		0		0		0		0

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									Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold				Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold
Name of Selling Securityholder	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Private Placement Warrants Beneficially Owned Prior to Offering		Number of Shares of Class A Common Stock Being Offered(1)		Number of Private Placement Warrants Being Offered		Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold		Percent		Number		Percent
Diamond Head Partners LLC(15)		1,409,712		608,799		1,409,712		608,799		0		0		0		0
Dominic Audino*		25,253		0		25,253		0		0		0		0		0
Douglas Solomon*		21,212		0		21,212		0		0		0		0		0
Edward and Judy Ptaszek JT TEN(16)		55,881		0		55,881		0		0		0		0		0
Edward M. Giles Exempt Trust UAD(17)		225,940		0		225,940		0		0		0		0		0
Edward M. Giles GST Exempt Trust UAD 11/30/11(17)		30,304		0		30,304		0		0		0		0		0
Edward M. Giles Revocable Trust(18)		393,585		0		393,585		0		0		0		0		0
Erieview Acquisition LLC(19)		139,704		0		139,704		0		0		0		0		0
Ernest Mario Fifteen Year ResidenceTrust(20)		102,020		0		102,020		0		0		0		0		0
Ernest Mario(67)		83,353		0		83,353		0		0		0		0		0
Federated Hermes Kaufmann Small Cap Fund, a Portfolio of Federated Hermes Equity Funds(21)		1,500,000		0		1,500,000		0		0		0		0		0
Fiduciary Trust as Custodian for The Edward M. Giles ROTH IRA(22)		30,304		0		30,304		0		0		0		0		0
Flamingo Drive Partners LLC(23)		55,881		0		55,881		0		0		0		0		0
Frangos Properties Group LLC(24)		42,500		0		42,500		0		0		0		0		0
Frank H. Moore*(25)		5,019		0		5,019		0		0		0		0		0
Garrett Paul Ederle		15,702		6,371		15,702		6,371		0		0		0		0
Gavin A. Scotti, Jr.*		588,128		0		563,128		0		25,000		**		0		0
Gavin A. Scotti, Sr.*		50,506		0		50,506		0		0		0		0		0
George F. Wood		1,037,347		0		1,037,347		0		0		0		0		0
George Syrianoudis(66)		61,605		0		10,118		0		51,487		**		0		0
Giles Family 2015 Trust UAD 12/16/15(17)		197,949		0		197,949		0		0		0		0		0
Glenn Kunkel		740		0		740		0		0		0		0		0
H. Benjamin Samuels		106,387		0		106,387		0		0		0		0		0
Han Solutions II LLC(26)		20,662		0		16,162		0		4,500		**		0		0
Henry Steeneck*		42,795		0		42,795		0		0		0		0		0
Honus Group LLC(27)		62,628		0		62,628		0		0		0		0		0
Howard W. Wilson		10,101		0		10,101		0		0		0		0		0
Invader II LLC*(28)		337,703		0		337,703		0		0		0		0		0
Jacob Cooper*		8,918		0		8,918		0		0		0		0		0
James J. Dolan*(29)		15,152		0		15,152		0		0		0		0		0
Janice & Michael Drake Trust UAD*(30)		61,082		0		55,881		0		5,201		**		0		0
Jeffrey Cook		10,947		10,947		0		10,947		0		0		0		0
Jeremy Samuels		85,033		0		71,033		0		14,000		**		0		0
Ji Yeong Ruggiere		6,864		2,624		6,864		2,624		0		0		0		0

TABLE OF CONTENTS

									Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold				Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold
Name of Selling Securityholder	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Private Placement Warrants Beneficially Owned Prior to Offering		Number of Shares of Class A Common Stock Being Offered(1)		Number of Private Placement Warrants Being Offered		Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold		Percent		Number		Percent
John R. Tilson Trust UAD 06/03/19(31)		41,513		0		41,513		0		0		0		0		0
John William Blaney*(32)		7,358		0		5,023		0		2,335		**		0		0
Joseph Gamberale*		15,152		0		15,152		0		0		0		0		0
Judith Hannaway(33)		63,000		0		0		0		63,000		0		0		0
Julio C. Rodriguez(34)		558,862		0		34,080		0		524,782		**		0		0
Keith Feldman(35)		234,645		91,613		234,645		91,613		0		0		0		0
Keith M. Kleeman		50,301		0		50,301		0		0		0		0		0
Kelly Griffin		121,540		0		117,965		0		3,575		**		0		0
Kenneth Beckerman*		10,101		0		10,101		0		0		0		0		0
Kyle Buchakjian		41,500		0		41,500		0		0		0		0		0
Kyriakos Mihalitsis		4,608		1,762		4,608		1,762		0		0		0		0
Laurence Zalk*		15,057		0		15,057		0		0		0		0		0
Lawrence & Susan Wilson JT TEN		85,753		0		85,553		0		200		**
Liang S. Wu		941		360		941		360		0		0		0		0
LWMM LLC(36)		139,604		0		139,604		0		0		0		0		0
Manuel Z. Rios & Gloria P Rios JT TEN		81,578		0		81,578		0		0		0		0		0
Marc Lehmann		95,152		0		15,152		0		80,000		**		0		0
Margate Partners		10,000		0		10,000		0		0		0		0		0
Mark A. Walsh(37)		649,667		16,917		649,667		16,917		0		0		0		0
Mark G. Christiana		72,439		0		72,439		0		0		0		0		0
Marmatt LLC(38)		53,427		0		49,227		0		4,200		**		0		0
Martin Rucidlo(39)		20,754		0		7,535		0		13,219		**		0		0
Masood A. Bhatti		66,751		2,624		66,751		2,624		0		0		0		0
Medford Bragg		162,269		0		162,269		0		0		0		0		0
Melissa Leonard(40)		156,651		0		34,046		0		122,605		0		0		0
MGC Properties LLC(41)		3,725		0		2,525		0		1,200		**		0		0
Michael & Diane W. Gibbons JT TEN(42)		282,342		0		282,342		0		0		0		0		0
Michael D. Gates(43)		18,320		0		10,101		0		8,219		0		0		0
Michael Franzese		15,285		5,248		15,285		5,248		0		0		0		0
Michael Kolodny Revocable Trust Dated 2/13/97(44)		5,010		0		5,010		0		0		0		0		0
Michael Randall		60,000		0		60,000		0		0		**		0		0
Michael Solomon(45)		1,112,000		0		1,000,000		0		112,000		0		0		0
Michael T. Drake		14,459		0		9,054		0		5,405		**				0
Mickey W. Kowitz(46)		10,060		0		10,060		0		0		0		0		0
Mildred Martha Mario Exempt Trust(47)		24,500		0		24,500		0		0		0		0		0
Mildred Martha Mario Nonelective Trust(47)		79,490		0		79,490		0		0		0		0		0

TABLE OF CONTENTS

									Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold				Private Placement Warrants Beneficially Owned After the Offered Private Placement Warrants Are Sold
Name of Selling Securityholder	Shares of Class A Common Stock Beneficially Owned Prior to Offering		Private Placement Warrants Beneficially Owned Prior to Offering		Number of Shares of Class A Common Stock Being Offered(1)		Number of Private Placement Warrants Being Offered		Shares of Class A Common Stock After the Offered Shares of Class A Common Stock Are Sold		Percent		Number		Percent
Mildred Martha Mario Nonexempt Trust, Ernest Mario and Jeremy K. Mario, Co-Trustees(69)		114,286		0		114,286		0		0		0		0		0
Millie LLC(48)		24,000		0		0		0		24,000		**		0		0
Nancy Hu*(49)		13,970		0		13,970		0		0		0		0		0
New Era Capital Fund LP*(50)		101,013		0		101,013		0		0		0		0		0
Norman Ravski*		66,613		0		66,613		0		0		0		0		0
Patricia Avery		10,101		0		10,101		0		0		0		0		0
Patrick & Mary Ellen McCullough JT TEN(51)		180,289		0		179,664		0		625		**		0		0
Paul A. McAlpine*		48,142		0		48,142		0		0		0		0		0
Payton Gutting		753		288		753		288		0		0		0		0
Phil Richard Schmidt*(52)		334,148		0		9,366		0		324,782		**		0		0
Primary Investments LLC*(53)		50,506		0		50,506		0		0		0		0		0
Randall L. & Noreen Cochran JT TEN		40,000		0		20,000		0		20,000		**		0		0
Reuben Taub*		30,115		0		30,115		0		0		0		0		0
Ricky Solomon		55,316		0		55,316		0		0		0		0		0
Riverview Group LLC*(54)		800,000		0		800,000		0		0		0		0		0
Robert & Abigail A. Ruhlman JT TEN*		141,198		0		141,198		0		0		0		0		0
Robert Berman*		10,101		0		10,101		0		0		0		0		0
Robert C. Eising		13,301		0		10,101		0		3,200		**		0		0
Robert Coffey		5,030		0		5,030		0		0		0		0		0
Robert H. Chicoine Jr.		71,664		0		71,664		0		0		0		0		0
Robert Kromer and Emily Berry*		5,030		0		5,030		0		0		0		0		0
Robert Tyler King		13,633		5,580		5,580		5,580		8,053		**		0		0
Ronald Stepanovic(55)		39,634		0		39,634		0		0		0		0		0
ROTH IRA FBO Edward M. Giles(56)		167,645		0		167,645		0		0		0		0		0
ROTH IRA FBO George F. Wood(57)		40,910		0		40,910		0		0		0		0		0
Ryan Schnepf		33,326		3,487		33,326		3,487		0		0		0		0
Samuel Staggers		50,000		0		50,000		0		0		0		0		0
Samuels 2012 Children’s Trust(58)		50,506		0		50,506		0		0		0		0		0
Scherlis Family LLC(59)		109,605		0		99,605		0		10,000		**		0		0
Scott Dols		168,851		0		168,851		0		0		0		0		0
Seth A. Zimmerman		377