UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F/A

(Amendment No. 1)

 

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________ to _______________

 

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report _______________

 

Commission file number 000-55859

 

ELECTRAMECCANICA VEHICLES CORP.

(Exact name of Registrant specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

British Columbia, Canada

(Jurisdiction of incorporation or organization)

 

102 East 1st Avenue

Vancouver, British Columbia, Canada, V5T 1A4

(Address of principal executive offices)

 

Bal Bhullar; (604) 428-7656; bal@electrameccanica.com

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Common Shares SOLO The Nasdaq Stock Market LLC
Warrants, each to purchase one Common Share SOLOW The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

Common Shares Without Par Value

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

Common Shares Without Par Value

(Title of Class)

 

Number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of business of the period covered by the annual report.

 

37,049,374 Common Shares Without Par Value

 

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

 

Yes ¨ No x

 

If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Yes ¨ No x

 

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 

 

Yes x No ¨

 

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

 

Large Accelerated Filer ¨ Accelerated Filer ¨
Non Accelerated Filer x Emerging Growth Company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ¨ International Financial Reporting Standards as issued Other ¨
  by the International Accounting Standards Board x  

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 ¨

 

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act):

 

Yes ¨ No x

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

Not applicable.

 

 

 

 

 

EXPLANATORY NOTE

 

ElectraMeccanica Vehicles Corp. (the “Company”) is filing this Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 20-F for the fiscal year ended December 31, 2019 originally filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2020 (the “2020 Form 20-F”) to correct formatting errors that occurred in exhibits 13.1 and 15.1 of the 2020 Form 20-F as well as to add conformed signatures to exhibits 15.1 and 15.2 of the 2020 Form 20-F.

 

This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Item 19, the signature page, updated certifications from the Company’s principal executive officer and principal financial officer as exhibits 12.1, 12.2 and 13.1 required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and the restated exhibits 15.1 and 15.2.

 

Except as provided above, no other changes have been made to the 2020 Form 20-F or to the audited financial statements as included in the 2020 Form 20-F.

 

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ITEM 19. EXHIBITS

 

The following exhibits are filed as part of this Annual Report on Form 20-F:

 

3.1   Notice of Articles(1)
     
3.2   Articles(1)
     
4.1    Share Certificate – Common Shares(1)
     
10.1   Executive Employment Agreement between the Company and Jerry Kroll, dated January 1, 2019(4)
     
10.2   Executive Services Agreement between the Company and Ian Ball, dated July 1, 2016(1)
     
10.3   Executive Services Agreement between the Company and Ed Theobald, dated July 1, 2016(1)
     
10.4   Consulting Agreement between the Company and BKB Management Ltd., dated January 1, 2019(4)
     
10.5   Executive Employment Agreement between the Company and Henry Reisner, dated January 1, 2019(4)
     
10.6   Independent Contractor Agreement between the Company and Isaac Moss, dated January 1, 2019(4)
     
10.7   Manufacturing Agreement between Chongqing Zongshen Automobile Co., Ltd. and the Company, dated September 29, 2017(2)+
     
10.8   Share Pledge Agreement between the Company and Jerry Kroll, dated October 16, 2017(3)
     
12.1   Section 302(a) Certification of CEO*
     
12.2   Section 302(a) Certification of CFO*
     
13.1   Section 906 Certifications of CEO and CFO*
     
14.1   Code of Conduct and Ethics(2)
     
15.1   Consent of KPMG LLP, Chartered Professional Accountants*
     
15.2   Consent of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants*
     
21.1   List of Subsidiaries**
     
99.1   2015 Stock Option Plan(1)
     
99.2   Audit Committee Charter(2)
     
99.3   Nominating Committee Charter(2)
     
99.4   Compensation Committee Charter(2)
     
99.5   Corporate Governance and Human Resources Committee Charter(2)
     
99.6   Enterprise Risk Oversight Committee Charter(2)
     
99.7   Social Media Committee Charter(2)

 

Notes: 

* Filed herewith.
**

Previously filed as an exhibit to our Annual Report on Form 20-F filed with the SEC on March 25, 2020

 

+ Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Confidential information has been omitted from the exhibit in places marked “****”and has been filed separately with the SEC.
(1) Filed as an exhibit to our registration statement on Form F-1 as filed with the SEC on October 12, 2016 and incorporated herein by reference.
(2) Filed as an exhibit to our annual report on Form 20-F as filed with the SEC on April 19, 2018 and incorporated herein by reference.
(3) Filed as an exhibit to our registration statement on Form F-1 as filed with the SEC on February 1, 2018 and incorporated herein by reference.
(4) Filed as an exhibit to our registration statement on Form F-3 as filed with the SEC on February 2, 2019 and incorporated herein by reference.

 

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SIGNATURES

 

The registrant certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

ElectraMeccanica Vehicles Corp.

 

Date: March 25, 2020.

 

By: /s/ Bal Bhullar
  Bal Bhullar
  Chief Financial Officer

 

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