Arrival (ARVLF) SC 13D/AArrival / Kinetik S.a r.l. ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Arrival

(Name of Issuer)

Ordinary Shares, accounting value per share

(Title of Class of Securities)

L0423Q108

(CUSIP Number)

Csaba Horváth

Kinetik S.à r.l.

60A, rue des Bruyères, L-1274 Howald,

Grand Duchy of Luxembourg

+352 621 266 815

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 28, 2023

(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.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

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).

This Amendment No. 12 to the joint statement on Schedule 13D with respect to the ordinary shares, accounting value per share (the “Ordinary Shares”), of Arrival, a joint stock company governed by the laws of the Grand Duchy of Luxembourg (the “Issuer”), filed by the Reporting Persons (as defined below) on March 24, 2021, as amended by Amendment No. 1 to Schedule 13D filed on June 7, 2021, as amended by Amendment No. 2 to Schedule 13D filed on April 11, 2022, as amended by Amendment No. 3 to Schedule 13D filed on July 1, 2022, as amended by Amendment No. 4 to Schedule 13D filed on September 2, 2022, as amended by Amendment No. 5 to Schedule 13D filed on November 14, 2022, as amended by Amendment No. 6 to Schedule 13D filed on November 23, 2022, as amended by Amendment No. 7 to Schedule 13D filed on December 19, 2022, as amended by Amendment No. 8 to Schedule 13D filed on December 22, 2022, as amended by Amendment No. 9 to Schedule 13D filed on February 3, 2023, as amended by Amendment No. 10 to Schedule 13D filed on February 23, 2023 and as amended by Amendment No. 11 to Schedule 13D filed on March 20, 2023 (such joint statement, as so amended and as amended herein, the “Schedule 13D”), amends the Schedule 13D as follows (with capitalized terms used but not defined herein having the respective meanings given to them in the Schedule 13D):

1. Paragraph (a) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:

This joint statement on Schedule 13D is being filed by Kinetik S.à r.l., a private limited company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg (“Kinetik”), The Kinetik Foundation (the “Foundation”) and Csaba Horváth (collectively, the “Reporting Persons”).

Csaba Horváth, citizen of Hungary, is the sole manager of Kinetik and has sole voting and investment power with respect to the shares held by Kinetik.

The Foundation is the trustee of The Kinetik Trust (the “Trust”), which holds all of the limited liability company interests of Kinetik. Voting and investment decisions regarding the Ordinary Shares held by Kinetik are made on behalf of the Foundation by a council of three members, none of whom have individual voting or investment power with respect to such shares.

The Reporting Persons have entered into a Joint Filing Agreement dated February 3, 2023, a copy of which is filed as Exhibit 11 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Exchange Act.

2. Item 4 of Schedule 13D shall hereby be amended by inserting the following new paragraph after the fifth paragraph thereof:

At the request of the Issuer, on March 28, 2023 Kinetik delivered a letter, a copy of which is filed herewith as Exhibit 13 to this Schedule 13D, to the Issuer in order to facilitate shareholders’ ability to approve, at the Issuer’s 2023 extraordinary general meeting of shareholders, the appointment by the Board of Directors of the Issuer of Denis Sverdlov as a class A director in replacement of Frank Peter Cuneo for the balance of Mr. Cuneo’s term of office as a director.

3. Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows:

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 763,344,885 Ordinary Shares outstanding as of February 21, 2023, as reported in the Issuer’s Form 6-K filed pursuant to Rule 13a-16 or 15d-16 on November 8, 2022, and after giving effect to the sale of 125,000,000 Ordinary Shares as described in the Issuer’s final prospectus supplement filed pursuant to Rule 424(b)(5) on February 21, 2023. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of March 29, 2023, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

Each of Kinetik, Mr. Horváth and the Foundation beneficially owns 374,267,800 Ordinary Shares, or approximately 49.03% of the outstanding Ordinary Shares and the Reporting Persons beneficially own, in the aggregate, 374,267,800 Ordinary Shares, or approximately 49.03% of the outstanding Ordinary Shares. Mr. Horváth disclaims beneficial ownership of the Ordinary Shares held by Kinetik, except to the extent of his pecuniary interest therein.

(c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than Kinetik as set forth in the table below, effected any transaction in the Ordinary Shares since March 16, 2023:

The sale prices do not reflect brokerage commissions paid. Sales through March 27, 2023, and a portion of the sales made on March 28, 2023 were made pursuant to the November 2022 Plan.

4. Item 7 of the Schedule 13D shall hereby be amended by adding the following exhibit:

Exhibit 13         Letter to Arrival dated March 28, 2023

5. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

* * *

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.