[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
8,394,117
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
8,394,117
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
8,394,117
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
8,394,117
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
8,394,117
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
8,394,117
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
88,235
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
88,235
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
88,235
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
88,235
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
||
a.
|
[ ]
|
||
b.
|
[X]
|
||
3.
|
SEC Use Only
|
||
4.
|
Citizenship or Place of Organization
|
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
|
8,482,352
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
8,482,352
|
|
|
8.
|
Shared Dispositive Power
|
|
|
|
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
Fisker Inc. (the “Issuer”).
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
|
|
1888 Rosecrans Avenue
|
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Manhattan Beach, CA 90266
|
|
|
Item 2(a).
|
Name of Person Filing
|
|
|
|
This statement is being filed (1) by Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), (3) by MMF LT, LLC, a
Delaware limited liability company (“MMF”), (4) by Moore Strategic Ventures, LLC, a Delaware limited liability company (“MSV”), (5) by Kendall Capital Markets, LLC, a Delaware limited liability company (“KCM”) and (6) by Louis M. Bacon (“Mr.
Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of MCM. MCM, the investment manager of MMF, has voting and investment control over the shares held by MMF. Louis M. Bacon controls the general
partner of MCM and may be deemed the beneficial owner of the shares held by MMF. Mr. Bacon also is the indirect majority owner of MMF. KCM, the investment manager of MSV, has voting and investment control over the shares held by MSV. Louis M.
Bacon controls KCM and may be deemed the beneficial owner of the shares held by MSV. Each of MCM, MMF, MSV, KCM and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares, as applicable. The
Reporting Persons are filing this amendment primarily to reflect certain intra-group transfers of the Shares.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
|
|
|
The principal business office of each of MCM, MCA, MMF, MSV, KCM and Mr. Bacon is located at Eleven Times Square, New York, New York 10036.
|
Item 2(c).
|
Citizenship:
|
i) |
MCA is a Delaware limited liability partnership; |
ii) |
MCA is a Delaware limited liability company;
|
iii)
|
MMF is a Delaware limited liability company;
|
iv)
|
MSV is a Delaware limited liability company;
|
v) |
KCM is a Delaware limited liability company; and |
vi)
|
Mr. Bacon is a United States citizen.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Class A Common Stock, $0.00001 par value per share (the "Shares").
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
33813J106
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
||
|
This Item 3 is not applicable.
|
||
|
|
||
Item 4.
|
Ownership:
The Reporting Persons are filing this amendment primarily to reflect certain intra-group transfers of the Shares.
|
||
|
|
||
Item 4(a).
|
Amount Beneficially Owned:
|
||
|
|
||
|
As of the date hereof, each of MCM, MCA, MMF and Mr. Bacon may be deemed to be the beneficial owner of 8,394,117 Shares held by MMF and each of MSV, KCM and Mr. Bacon may be deemed to be the beneficial owner of
88,235 Shares held by MSV.
|
||
|
|
||
Item 4(b).
|
Percent of Class:
|
||
|
|
||
|
According to the Issuer’s Prospectus filed with the Securities and Exchange Commission on December 30, 2021, the number of Shares outstanding as of November 30, 2021 was 164,365,921. As of the date hereof, each of
MCM, MCA and MMF may be deemed to be the beneficial owner of 5.1% of the total number of Shares outstanding, MSV and KCM may be deemed to be the beneficial owner of less than 0.1% of the total number of Shares outstanding and Mr. Bacon may be
deemed to be the beneficial owner of 5.2% of the total number of Shares outstanding.
|
||
|
|
||
Item 4(c).
|
Number of shares as to which such person has:
|
||
|
|
||
|
MCM
|
|
|
|
(i)
|
Sole power to vote or direct the vote
|
8,394,117
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
8,394,117
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
MCA
|
||
|
(i)
|
Sole power to vote or direct the vote
|
8,394,117
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
8,394,117
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
MMF
|
||
|
(i)
|
Sole power to vote or direct the vote
|
8,394,117
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
8,394,117
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
MSV
|
||
|
(i)
|
Sole power to vote or direct the vote
|
88,235
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
88,235
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
KCM
|
||
|
(i)
|
Sole power to vote or direct the vote
|
88,235
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
88,235
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
|
|
|
|
|
Mr. Bacon
|
||
|
(i)
|
Sole power to vote or direct the vote
|
8,482,352
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
8,482,352
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following
[ ].
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
|
|
This Item 6 is not applicable.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
|
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
Date: February 14, 2022
|
MOORE CAPITAL MANAGEMENT, LP
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
|
Date: February 14, 2022
|
MOORE CAPITAL ADVISORS, L.L.C.
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
MMF LT, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
MOORE STRATEGIC VENTURES, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
KENDALL CAPITAL MARKETS, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
LOUIS M. BACON
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|
A.
|
Joint Filing Agreement, dated as of February 14, 2022, by and between Moore Capital Management, LP, Moore Capital Advisors, L.L.C., MMF LT, LLC,
Moore Strategic Ventures, LLC, Kendall Capital Markets, LLC and Louis M. Bacon.
|
B. |
Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor James E. Kaye and James Danza |
Date: February 14, 2022
|
MOORE CAPITAL MANAGEMENT, LP
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
|
|
Date: February 14, 2022
|
MOORE CAPITAL ADVISORS, L.L.C.
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
MMF LT, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
MOORE STRATEGIC VENTURES, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
KENDALL CAPITAL MARKETS, LLC
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Vice President
|
Date: February 14, 2022
|
LOUIS M. BACON
|
|
|
|
By: /s/ James E. Kaye
|
|
James E. Kaye
|
|
Attorney-in-Fact
|