Dakota Semler Amends Xos, Inc. 13D Filing

TL;DR

Dakota Semler filed an update on their Xos, Inc. stake. Keep an eye on this.

AI Summary

Dakota Semler, through Semler Dakota, has filed an amendment (No. 2) to their Schedule 13D for Xos, Inc., as of December 9, 2024. The filing relates to the common stock of Xos, Inc. and was initially triggered by an event on March 26, 2024. Semler Dakota's address is listed as 3550 Tyburn Street, Unit 100, Los Angeles, CA 90065.

Why It Matters

This filing indicates ongoing significant ownership or control changes by Dakota Semler in Xos, Inc., which could influence the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant changes in a company's ownership structure, which can lead to increased volatility.

Key Numbers

• 2 — Amendment Number (Indicates this is the second amendment to the original filing.)
• 20241209 — Filing Date (The date the amendment was filed with the SEC.)
• 20240326 — Event Date (The date of the event that required the initial filing or amendment.)

Key Players & Entities

• Dakota Semler (person) — Filing person
• Semler Dakota (company) — Filing entity
• Xos, Inc. (company) — Subject company
• 3550 Tyburn Street, Los Angeles, CA 90065 (address) — Business and mailing address for Xos, Inc. and Semler Dakota

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• a20241209-sc13dxa2dakotase.htm (SC 13D/A) — 145KB
• 0001877933-24-000003.txt ( ) — 146KB

Identity and Background

Item 2. Identity and Background. (a) The persons and entities filing this statement are Dakota Semler, Emerald Green, Sarah Bardo, Shane Semler and GenFleet (collectively referred to as the "Reporting Persons"). Sarah Bardo and Shane Semler are co-trustees of Emerald Green and are the only persons authorized to act on behalf of Emerald Green. (b) The address of the principal place of business of each of the Reporting Persons are as follows Sarah Bardo co Emerald Green Trust, 32111 Mulholland Highway, Malibu, CA 90265 Emerald Green 32111 Mulholland Highway, Malibu, CA 90265 GenFleet 28001 Dorothy Drive, Suite 202, Agoura Hills, CA 91301 Dakota Semler co Xos, Inc., 3550 Tyburn Street, Unit 100, Los Angeles, CA 90065 Shane Semler co Emerald Green Trust, 32111 Mulholland Highway, Malibu, CA 90265 (c) The principal business of each of the Reporting Persons is as follows Sarah Bardo Manager of Token Time Games, LLC Emerald Green Investments GenFleet Investments Dakota Semler Chief Executive Officer and director of the Issuer Shane Semler Manager of SKB Experiences, LLC dba Malibu Wine Hikes and President of Malibu Management Services No. 3, Inc. dba Malibu Wines Beer Garden (d) During the last five years, none of the Reporting Persons hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Dakota Semler, Sarah Bardo and Shane Semler are citizens of the United States, Emerald Green is a Georgia trust, and GenFleet is a California limited liability company. 7

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth under Item 4 below is incorporated herein by reference.

Purpose of Transaction

Item 4. Purpose of Transaction. On March 26, 2024, the Issuer and ElectraMeccanica Vehicles Corp., a corporation previously existing under the laws of the Province of British Columbia ("ElectraMeccanica"), completed the previously announced transaction pursuant to the Arrangement Agreement, dated as of January 11, 2024 (the "Original Arrangement Agreement"), by and between the Issuer and ElectraMeccanica, as amended by the Amendment Agreement, dated January 31, 2024 (the "Amendment Agreement" and, together with the Original Arrangement Agreement, the "Arrangement Agreement"), by and between the Issuer and ElectraMeccanica. Pursuant to the terms of the Arrangement Agreement, the Issuer acquired all of the issued and outstanding common shares of ElectraMeccanica (the "ElectraMeccanica Shares") pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "Arrangement"). The foregoing summary description of the completion of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of (i) the Original Arrangement Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 12, 2024, and is incorporated by reference into this Item 4, and (ii) the Amendment Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on Feb

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) – (b) The information relating to the beneficial ownership of shares of Common Stock by each of the Reporting Persons set forth in Rows 7 through 11 and 13 of the cover pages hereto is incorporated herein by reference. Collectively, the Reporting Persons may be deemed to beneficially own an aggregate of 1,949,033 shares of Common Stock, representing beneficial ownership of approximately 24.3% of the outstanding shares of Common Stock. (c) The information set forth under Item 4 above is incorporated herein by reference. (e) Each of Dakota Semler and GenFleet beneficially owns less than 5% of the Issuer's outstanding shares of Common Stock. As a result, this Amendment No. 2 represents an exit filing for each of Dakota Semler and GenFleet.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information set forth under Item 4 above is incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. 1 Joint Filing Agreement 9

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date December 9, 2024 s Dakota Semler Dakota Semler EMERALD GREEN TRUST By s Shane Semler Name Shane Semler Title Trustee GENFLEET LLC By s Evan Bardo Name Evan Bardo Title Manager s Sarah Bardo Sarah Bardo s Shane Semler Shane Semler 10 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.0001 per share, of Xos, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on December 9, 2024. s Dakota Semler Dakota Semler EMERALD GREEN TRUST By s Shane Semler Name Shane Semler Title Trustee GENFLEET LLC By s Evan Bardo Name Evan Bardo Title Manager s Sarah Bardo Sarah Bardo s Shane Semler Shane Semler 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR