SC 13G/A 1 tm228876d2_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

MULLEN AUTOMOTIVE INC.

(Name of Issuer)

Common Stock, $0.001 per share par value

(Title of Class of Securities)

62526P109

(CUSIP Number)

March 1, 2022

(Date of Event Which Requires Filing of This Statement)

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

1	NAME OF REPORTING PERSONS
	Esousa Holdings LLC 27-0492860

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	☐
				(b)	☐

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

		5	SOLE VOTING POWER
NUMBER OF			18,000,000(1)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			18,000,000(1)
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,000,000(1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	9.57%(2)

12	TYPE OF REPORTING PERSON*
	OO

(1) Consists of 18,000,000 shares of Common Stock held directly by Esousa Holdings LLC.

(2) This percentage is calculated based on 188,118,436 shares of Common Stock outstanding as of March 1, 2022.

1	NAME OF REPORTING PERSONS
	Michael Wachs

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	☐
				(b)	☐

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

		5	SOLE VOTING POWER
NUMBER OF			19,827,486 (1)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			19,827,486 (1)
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,827,486 (1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	9.99%(2)

12	TYPE OF REPORTING PERSON*
	OO

(1) Consists of 18,000,000 shares of Common Stock held directly by Esousa Holdings LLC and 1,827,486 shares of Common Stock underlying warrants that are held directly by Ceocast, Inc.

(2) This percentage is calculated based on 188,118,436 shares of Common Stock outstanding as of March 1, 2022. As more fully described in Item 4, the warrants are subject to a 9.99% beneficial ownership maximum, and the percentage set forth in row (11) gives effect to such beneficial ownership maximum. However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show the number of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such beneficial ownership maximum. Therefore, the actual number of Common Stock beneficially owned by such Reporting Person, after giving effect to such beneficial ownership maximum, is less than the number of securities reported in rows (5), (7) and (9).

1	NAME OF REPORTING PERSONS
	Ceocast, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*			(a)	☐
				(b)	☐

3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

		5	SOLE VOTING POWER
NUMBER OF			1,827,486 (1)
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			0
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			1,827,486 (1)
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,827,486 (1)

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*				☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.96%(2)

12	TYPE OF REPORTING PERSON*
	OO

(1) Consists of 1,827,486 shares of Common Stock underlying warrants that are held directly by Ceocast, Inc.

(2) This percentage is calculated based on 188,118,436 shares of Common Stock outstanding as of March 1, 2022.

Item 1 (a). Name of Issuer:

Mullen Automotive Inc. (f/k/a Net Element, Inc.) (the “Issuer”)

Item 1 (b). Address of Issuer's Principal Executive Offices:

1405 Pioneer Street,

Brea, California 92821

Item 2 (a). Name of Person Filing:

Esousa Holdings LLC, Ceocast, Inc. and Michael Wachs (collectively, the “Reporting Persons”)

Item 2 (b). Address of Principal Business Office or, if None, Residence:

211 East 43rd Street, Suite 402

New York, NY 10017

Item 2 (c). Citizenship:

Esousa Holdings LLC is a New York limited liability company, Ceocast, Inc. is a New York corporation and Mr. Wachs is a U.S. citizen.

Item 2 (d). Title of Class of Securities:

Common stock, par value $.001 per share, of the Issuer (the “Common Stock”)

Item 2 (e). CUSIP Number:

62526P109

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 Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3):

(j) ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Persons hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for the Reporting Persons is based on 188,118,436 shares of the Common Stock issued and outstanding as of March 1, 2022 and assumes the issuance of shares of Common Stock upon full exercise of the warrants (the “Warrants”) subject to the Beneficial Ownership Maximum (as defined below).

Pursuant to the terms of the Warrants, the Company cannot issue Common Stock to the Reporting Persons, and the Reporting Persons cannot exercise the Warrants, to the extent that the Reporting Persons and their affiliates would beneficially own, after any such issuance or exercise, more than 9.99% of the then issued and outstanding Common Stock (the “Beneficial Ownership Maximum”), and the percentage set forth in Row 11 of the cover page gives effect to the Beneficial Ownership Maximum. Consequently, due to the Beneficial Ownership Maximum, as of the date of the event which requires filing of this statement, the Reporting Person could not exercise all of the Warrants.

Item 5. Ownership of Five Percent or Less of a Class.

N/A

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8. Identification and Classification of Members of the Group.

N/A

Item 9. Notice of Dissolution of Group.

N/A

Item 10. Certification.

By signing below I certify that, to the best of my 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

March 10, 2022

	ESOUSA HOLDINGS LLC

	By:	/s/ Michael Wachs
		Michael Wachs
		Managing Member

	/s/ Michael Wachs
	Michael Wachs

	Ceocast, Inc.

	By:	/s/ Michael Wachs
		Michael Wachs
		Authorized Signatory

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Mullen Automotive Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

March 10, 2022

	ESOUSA HOLDINGS LLC

	By:	/s/ Michael Wachs
		Michael Wachs
		Managing Member

	/s/ Michael Wachs
	Michael Wachs

	Ceocast, Inc.

	By:	/s/ Michael Wachs
		Michael Wachs
		Authorized Signatory

SEC Form SC 13G/A filed by Mullen Automotive Inc. (Amendment)