SECURITIES AND EXCHANGE COMMISSION FORM 40FR12B/A Registration of a class of securities of certain Canadian issuers pursuant to Section 12(b) of the 1934 Act [amend] Filing Date: 2021-07-01 SEC Accession No. 0001731122-21-001121 (HTML Version on secdatabase.com) FILER VICINITY MOTOR CORP Mailing Address Business Address 3168 262ND STREET 3168 262ND STREET CIK:1834975| IRS No.: 000000000 | State of Incorp.:A1 | Fiscal Year End: 1231 ALDERGROVE A1 V4W 2Z6 ALDERGROVE A1 V4W 2Z6 Type: 40FR12B/A | Act: 34 | File No.: 001-40412 | Film No.: 211065856 (604) 607-4000 SIC: 3711 Motor vehicles & passenger car bodies Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 40-F/A (Amendment No. 2) ☒ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File Number: _________________ ____________ VICINITY MOTOR CORP. (Exact name of Registrant as specified in its charter) British Columbia 3711 N/A (Province or Other Jurisdiction (Primary Standard (I.R.S. Employer Identification of Incorporation or Industrial Classification Code) No.) Organization) 3168, 262nd Street Aldergrove, British Columbia, Canada V6B 1R4 Attention: William Trainer Chief Executive Officer Telephone: (604) 607-4000 (Address and telephone number of Registrant’s principal executive offices) National Registered Agents, Inc. 28 Liberty Street New York, New York 10005 Telephone: (800) 717-2810 (Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) Securities registered or to be registered pursuant to section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered: Common Shares, no par value VEV The Nasdaq Stock Market LLC Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None For annual reports, indicate by check mark the information filed with this Form: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ☐ Annual Information Form ☐ Audited Annual Financial Statements Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report: N/A Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 ☐ No ☒ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☒ 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 provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ 2 EXPLANATORY NOTE Vicinity Motor Corp. (the “Company” or the “Registrant”) is a Canadian public company whose common shares are listed on the TSX Venture Exchange. The Company is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined by Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3. The Company initially filed the Registration Statement on Form 40-F on May 13, 2021 (SEC file number 001-40412) and Amendment No. 1 to the Registration Statement on May 28, 2021. The Company is filing this Amendment No. 2 to the Registration Statement to (i) include additional exhibits, each of which is incorporated by reference in this Registration Statement on Form 40-F; and (ii) amend the exhibit references and descriptions under the heading “Documents Filed Pursuant to General Instructions” and within other sections in this Registration Statement on Form 40-F. No other amendment to the Company’s Registration Statement on Form 40-F is being effected hereby. FORWARD LOOKING STATEMENTS Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This Registration Statement on Form 40-F, including the exhibits attached hereto and incorporated herein may contain “forward-looking statements” within the meaning of applicable Canadian and United States securities laws. All statements other than statements of historical fact are forward-looking statements. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. This forward-looking information is based on the Registrant’s opinions, estimates and assumptions in light of the Registrant’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Registrant currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward- looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions include: the Registrant being able to generate sufficient cash flow from operations and obtain necessary financing on acceptable terms; general economic, financial market, regulatory and political conditions in which the Registrant operates will remain the same; the Registrant being able to compete in the bus manufacturing industry; the Registrant being able to manage anticipated and unanticipated costs; the Registrant being able to maintain internal controls over financial reporting and disclosure and procedures; the Registrant being able to maintain consumer interest in the Registrant’s products and services; the timely receipt of any required regulatory approvals; the Registrant’s ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; the Registrant’s ability to conduct operations in a safe, efficient and effective manner; and government regulation of the Registrant’s activities will remain the same. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered by the Registrant to be appropriate and reasonable as of the date of this Registration Statement on Form 40-F, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: ● statements with respect to the intentions, plans and future actions of the Registrant; ● statements relating to the business and future activities of the Registrant; 3 ● anticipated developments in operations of the Registrant; ● market position, ability to compete and future financial or operating performance of the Registrant; ● the timing and amount of funding required to execute the Registrant’s business plans; ● capital expenditures; ● the effect on the Registrant of any changes to existing or new legislation or policy or government regulations; ● the availability of labour; requirements for additional capital; ● goals, strategies and future growth; ● the adequacy of financial resources; ● expectations regarding revenues, expenses and anticipated cash needs; ● and the impact of the COVID-19 pandemic on the business and operations of the Registrant;