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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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AYRO, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
054748207 (CUSIP Number) |
Rick Guerisoli 192 East 200 North, Third Floor, St. George, UT, 84770 (435) 674-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 054748207 |
| 1 |
Name of reporting person
Rea Natale | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
440,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 5,300,220 shares of common stock outstanding as of May 14, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
AYRO, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
900 E. OLD SETTLERS BOULEVARD, SUITE 100, 900 E. OLD SETTLERS BOULEVARD, SUITE 100, ROUND ROCK,
TEXAS
, 78664. |
| Item 2. | Identity and Background |
| (a) | Natale Rea |
| (b) | 2000 16th Sideroad, King City, Ontario L7B 1A3 Canada |
| (c) | Mr. Rea is self-employed. His principal business address is 2000 16th Sideroad, King City, Ontario L7B 1A3 Canada. |
| (d) | During the last five years, Mr. Rea has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Mr. Rea has not 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) | Mr. Rea is a Canadian citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Mr. Rea acquired the Issuer's shares in open market transactions using personal funds. | |
| Item 4. | Purpose of Transaction |
Mr. Rea has acquired the Issuer's shares for investment purposes. In pursuing such investment purposes, Mr. Rea purchased the shares based on his belief that the shares represented an attractive investment opportunity, and Mr. Rea may further purchase, hold, vote, trade, sell or otherwise deal in the shares at the time, and in such manner, as he deems advisable to benefit from, among other things, changes in market prices of the shares, the market prices of such shares relative to the value of the Issuer's assets, changes in Mr. Rea's investment strategy, and changes in the Issuer's business strategy.
Mr. Rea intends to review his investment in the Issuer's shares on a continuing basis and may also propose to take one or more of the actions described in subsection (a) through (j) of Item 4 of Schedule 13D, including engaging in discussions with management, the Board of Directors, and shareholders concerning, among other things, the acquisition of additional shares of the Issuer or the disposition of the shares of the Issuer, extraordinary corporate transactions, such as a merger, reorganization or sale of the Issuer's assets, a change in the board of directors or management of the Issuer, a material change in the capitalization policy of the Issuer, and other material changes in the Issuer's business or corporate structure. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, Mr. Rea is the beneficial owner of 440,000 Issuer shares, which represent 8.3% of the Issuer's outstanding shares. The aggregate percentage of shares reported by Mr. Rea herein is based on 5,300,220 shares outstanding as of May 14, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024. |
| (b) | Mr. Rea has the sole power to vote and dispose of 440,000 Issuer shares. |
| (c) | Transactions in the Issuer's shares by Mr. Rea during the past 60 days are as set forth in Exhibit A attached hereto. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable |
| 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.
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