UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 0)*
Workhorse
Group Inc.
(Name
of Issuer)
Common
Stock, par value $0.001
(Title
of Class of Securities)
98138J305
(CUSIP
Number)
September
5, 2024
(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)
☒
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 disclosures provided in a
prior cover page.
The
information required on 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).
CUSIP
No. 98138J305
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ATW
Opportunities Master Fund II, L.P. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,229,199* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,229,199* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,199* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
CUSIP
No. 98138J305
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Horsepower
Opportunities LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,229,199* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,229,199* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,199* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
OO |
CUSIP
No. 98138J305
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ATW
Partners Opportunities Management, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,229,199* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,229,199* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,199* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IA,OO |
CUSIP
No. 98138J305
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Antonio
Ruiz-Gimenez |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Spain |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,229,199* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,229,199* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,199* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 98138J305
| 1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kerry
Propper |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
| 6. |
SHARED
VOTING POWER
3,229,199* |
| 7. |
SOLE
DISPOSITIVE POWER
0 |
| 8. |
SHARED
DISPOSITIVE POWER
3,229,199* |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,199* |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%* |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 98138J305
Item
1.
| |
(a) |
Name
of Issuer
Workhorse
Group Inc. (the “Issuer”) |
| |
|
|
| |
(b) |
Address
of Issuer’s Principal Executive Offices
3600
Park 42 Drive, Suite 160E
Sharonville,
OH 45241 |
Item
2.
| |
(a) |
Name
of Person Filing:
ATW
Opportunities Master Fund II, L.P.*
Horsepower
Opportunities LLC *
ATW
Partners Opportunities Management, LLC*
Antonio
Ruiz-Gimenez*
Kerry
Propper* |
| |
|
|
| |
(b) |
Address
of the Principal Office or, if none, residence
1
Pennsylvania Plaza, 48th Floor
New
York, New York 10119 |
| |
|
|
| |
(c) |
Citizenship
ATW
Opportunities Master Fund II, L.P. – Delaware
Horsepower
Opportunities LLC – Delaware
ATW
Partners Opportunities Management, LLC – Delaware
Antonio
Ruiz-Gimenez – Spain
Kerry
Propper – United States |
| |
|
|
| |
(d) |
Title
of Class of Securities
Common
Stock, par value $0.001 |
| |
|
|
| |
(e) |
CUSIP
Number
98138J305 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| |
(a) |
Amount
beneficially owned:
ATW
Opportunities Master Fund II, L.P. – 3,229,199*
Horsepower
Opportunities LLC – 3,229,199*
ATW
Partners Opportunities Management, LLC – 3,229,199*
Antonio
Ruiz-Gimenez – 3,229,199*
Kerry
Propper – 3,229,199* |
| |
|
|
| |
(b) |
Percent
of class:
ATW
Opportunities Master Fund II, L.P. – 9.9%*
Horsepower
Opportunities LLC – 9.9%*
ATW
Partners Opportunities Management, LLC – 9.9%*
Antonio
Ruiz-Gimenez – 9.9%*
Kerry
Propper – 9.9%* |
CUSIP No. 98138J305
| |
(c) |
Number
of shares as to which the person has: |
| |
|
|
|
| |
|
(i) |
Sole
power to vote or to direct the vote
ATW
Opportunities Master Fund II, L.P. – 0
Horsepower
Opportunities LLC – 0
ATW
Partners Opportunities Management, LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
| |
|
|
|
| |
|
(ii) |
Shared
power to vote or to direct the vote
ATW
Opportunities Master Fund II, L.P. – 3,229,199*
Horsepower
Opportunities LLC – 3,229,199*
ATW
Partners Opportunities Management, LLC – 3,229,199*
Antonio
Ruiz-Gimenez – 3,229,199*
Kerry
Propper – 3,229,199* |
| |
|
|
|
| |
|
(iii) |
Sole
power to dispose or to direct the disposition of
ATW
Opportunities Master Fund II, L.P. – 0
Horsepower
Opportunities LLC – 0
ATW
Partners Opportunities Management, LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
| |
|
|
|
| |
|
(iv) |
Shared
power to dispose or to direct the disposition of
ATW
Opportunities Master Fund II, L.P. – 3,229,199*
Horsepower
Opportunities LLC – 3,229,199*
ATW
Partners Opportunities Management, LLC – 3,229,199*
Antonio
Ruiz-Gimenez – 3,229,199*
Kerry
Propper – 3,229,199* |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*The
common stock (the “Shares”) reported herein represents Shares held directly by Horsepower Opportunities LLC (the “Holding
Company”) and Shares the Holding Company can acquire through the exercise of warrants and convertible debt.
The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, L.P. (the “Fund”). ATW Partners
Opportunities Management, LLC serves as the investment manager to the Fund (the “Adviser”). Antonio Ruiz-Gimenez and Kerry
Propper serve as the managing members of the Adviser (the “Managing Members”, and collectively with the Holding Company,
Fund, and Adviser, the “Reporting Persons”). By virtue of these relationships, the Reporting Persons may be deemed to have
shared voting and dispositive power with respect to the Shares owned directly by the Holding Company.
As
of the date of this filing, the Holding Company held (i) 46,249 Shares; (ii) certain warrants; and (iii) certain
convertible debt, each (ii) and (iii) are exercisable into Shares. Further, each of (i) - (iii) are subject
to a blocker which prevents the Holding Company from exercising its warrants and convertible debt to purchase Shares or otherwise convert
such instruments into Shares to the extent that, upon such exercise, the Holding Company, together with its affiliates would beneficially
own in excess of 9.99% of the Shares outstanding as a result of such exercise or conversion (the “Blocker”).
As
such, the percent of class reported herein is giving effect to the Blocker and is based upon a statement in the Issuer’s Form
10-Q filed on August 19, 2024 that there were 24,362,546 Shares outstanding as of August 12, 2024 plus the approximate total number
of Shares that the Reporting Persons have acquired and can acquire upon the exercise of warrants and/or convertible debt
subject to the Blocker in accordance with Rule 13d-3(d)(1)(i) under the Act.
This
report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of
the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership
of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest, if any, therein.
CUSIP
No. 98138J305
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 person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Instruction.
Dissolution of a group requires a response to this item.
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.
CUSIP No. 98138J305
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.
Dated:
September 13, 2024
| |
ATW
Opportunities Master Fund II, L.P. |
| |
|
|
| |
By:
|
/s/
Antonio Ruiz-Gimenez |
| |
|
Antonio
Ruiz-Gimenez, Managing Member of the General Partner |
| |
|
|
| |
Horsepower
Opportunities LLC |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Antonio
Ruiz-Gimenez, Managing Member of its Manager |
| |
|
|
| |
ATW
Partners Opportunities Management, LLC |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Antonio
Ruiz-Gimenez, Managing Member |
| |
|
|
| |
Antonio
Ruiz-Gimenez |
| |
|
|
| |
By: |
/s/
Antonio Ruiz-Gimenez |
| |
|
Individually |
| |
|
|
| |
Kerry
Propper |
| |
|
|
| |
By:
|
/s/
Kerry Propper |
| |
|
Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP
No. 98138J305
Exhibit
I
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the common stock of Workhorse Group Inc., together with any or all amendments thereto, when and if required. The parties hereto
further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby
incorporating the same into such Schedule13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
September 13, 2024
| |
ATW Opportunities Master Fund II, L.P. |
| |
|
| |
By: |
/s/ Antonio
Ruiz-Gimenez |
| |
|
Antonio Ruiz-Gimenez, Managing Member of the General
Partner |
| |
|
|
| |
Horsepower Opportunities LLC |
| |
|
| |
By: |
/s/ Antonio
Ruiz-Gimenez |
| |
|
Antonio Ruiz-Gimenez, Managing
Member of its Manager |
| |
|
|
| |
ATW Partners Opportunities Management,
LLC |
| |
|
|
| |
By: |
/s/ Antonio
Ruiz-Gimenez |
| |
|
Antonio Ruiz-Gimenez, Managing Member |
| |
|
|
| |
Antonio Ruiz-Gimenez |
| |
|
|
| |
By: |
/s/ Antonio
Ruiz-Gimenez |
| |
|
Individually |
| |
|
|
| |
Kerry Propper |
| |
|
|
| |
By: |
/s/ Kerry
Propper |
| |
|
Individually |
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