Statement of Ownership (sc 13g)
27 Junho 2022 - 05:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
|
Blink Charging Co. |
|
(Name of Issuer) |
|
|
|
Common Stock, par value $0.001 per
share |
|
(Title of Class of
Securities) |
|
|
|
09354A100 |
|
(CUSIP Number) |
|
|
|
June 15, 2022 |
|
(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.
09354A100 |
SCHEDULE 13G |
Page 2 of 13 |
|
1 |
NAME
OF REPORTING PERSON
Trilantic Capital Management L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 3 of 13 |
|
1 |
NAME
OF REPORTING PERSON
TCP
Sema SPV LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 4 of 13 |
|
1 |
NAME
OF REPORTING PERSON
Trilantic Energy Partners II Parallel (North America) L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 5 of 13 |
|
1 |
NAME
OF REPORTING PERSON
Trilantic Capital Partners Associates VI L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 6 of 13 |
|
1 |
NAME
OF REPORTING PERSON
Trilantic Energy Partners Associates II L.P.
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 7 of 13 |
|
1 |
NAME
OF REPORTING PERSON
TCP
SPV GP LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 8 of 13 |
|
1 |
NAME
OF REPORTING PERSON
Trilantic Capital Partners Associates MGP VI LLC
|
|
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
2,847,617
|
|
6 |
SHARED VOTING POWER
0
|
|
7 |
SOLE
DISPOSITIVE POWER
2,847,617
|
|
8 |
SHARED DISPOSITIVE POWER
0
|
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,847,617
|
|
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
☐ |
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
|
|
|
12 |
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 9 of 13 |
| ITEM 1. |
(a) |
Name of
Issuer: |
| |
|
|
| |
Blink Charging
Co. |
| |
|
|
| |
(b) |
Address of Issuer’s Principal
Executive Offices: |
| |
|
|
| |
407 Lincoln Road, Suite 704, Miami Beach, FL
33139 |
| |
|
| ITEM 2. |
(a) |
Name of Person
Filing: |
| |
|
|
| |
This statement is
being filed on behalf of each of the following persons (each, a
“Reporting Person” and, collectively, the “Reporting
Persons”): |
|
· |
Trilantic Capital
Management L.P. (“TCM”), the investment adviser of the Trilantic
Funds and the TCP SPV; |
|
· |
TCP
Sema SPV LLC (“TCP SPV”), a special purpose entity formed on behalf
of Trilantic Capital Partners VI (North America)L.P., Trilantic
Capital Partners VI Parallel (North America) L.P. and Trilantic
Capital Partners VI Parallel II (North America) L.P. (together, the
“TCP VI Funds”) and Trilantic Energy Partners II (North America)
L.P. (“TEP Main Fund”); |
|
· |
Trilantic Energy
Partners II Parallel (North America) L.P. (“TEP Parallel Fund” and
together with TEP Main Fund, the “TEP Funds” and collectively with
the TCP VI Funds, the “Trilantic Funds”) |
|
· |
Trilantic Capital
Partners Associates VI L.P. (“TCP Associates”), the general partner
of the TCP VI Funds; |
|
· |
Trilantic Energy
Partners Associates II L.P. (“TEP Associates”), the general partner
of the TEP II Funds; |
|
· |
TCP
SPV GP LLC (“SPV GP”), the managing member of TCP SPV;
and |
|
· |
Trilantic Capital
Partners Associates MGP VI LLC (“Trilantic Associates MGP”), the
general partner of TCP Associates and TEP Associates, and sole
member of SPV GP. |
| |
(b) |
Address of
Principal Business Office, or if none, Residence: |
| |
|
|
| |
399 Park Avenue,
39th Floor, New York, NY 10022 |
| |
|
|
| |
(c) |
Citizenship: |
| |
|
|
| |
Each of the Reporting
Persons is a Delaware limited partnership or limited liability
company |
| |
|
|
| |
(d) |
Title of Class of
Securities: |
| |
|
|
| |
Common stock, par
value $0.001 per share |
| |
|
|
| |
(e) |
CUSIP Number: |
| |
|
|
| |
09354A100 |
| |
|
|
| 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: |
| |
|
|
| |
(a) |
[__] Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o) |
| |
(b) |
[__] Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c) |
| |
(c) |
[__] Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c) |
| |
(d) |
[__] Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8) |
| |
(e) |
[__] An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E) |
| |
(f) |
[__] An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| |
(g) |
[__] A Parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
| |
(h) |
[__] A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813) |
| |
(i) |
[__] A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3) |
| |
(j) |
[__] A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
(k) |
[__] Group, in
accordance with §240.13d-1(b)(1)(ii)(J). |
| |
|
| |
Not
Applicable. |
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 10 of 13 |
| ITEM 4. |
OWNERSHIP. |
| |
|
| |
(a) |
Amount beneficially
owned: |
| |
|
|
| |
|
See row 9 of the
cover page of each Reporting Person. |
| |
|
|
| |
(b) |
Percent of
class: |
| |
|
|
| |
|
See row 9 of the
cover page of each Reporting Person. Percentage beneficial
ownership is based on 50,198,180 shares of common stock outstanding
as of June 14, 2022. |
| |
|
|
| |
(c) |
Number of shares as
to which such person has: |
| |
|
|
| |
|
(i) |
Sole power to
vote or to direct the vote: |
| |
|
|
|
| |
|
|
See row 5 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(ii) |
Shared power to vote or to direct
the vote: |
| |
|
|
|
| |
|
|
See row 6 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to
direct the disposition of: |
| |
|
|
|
| |
|
|
See row 7 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
|
(iv) |
Shared power to dispose or to
direct the disposition of: |
| |
|
|
|
| |
|
|
See row 8 of the cover page of
each Reporting Person. |
| |
|
|
|
| |
In light of the
relationships described in Item 2(a) above, for purposes of Rule
13d-5, each of the Reporting Persons may be deemed a member of a
group comprised of all of the Reporting Persons. As such and in
accordance with Rule 13d-5(b)(1), each Reporting Person may be
deemed to own all of the equity securities of the Issuer owned by
any member of such group. Notwithstanding the foregoing and in
accordance with Rule 13d-4, each of the Reporting Persons disclaims
beneficial ownership of the securities owned by the other Reporting
Persons except to the extent of its pecuniary interest in such
securities. |
| |
| ITEM 5. |
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS. |
| |
|
| |
Not
applicable |
| |
|
| ITEM 6. |
OWNERSHIP OF MORE
THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| |
|
| |
Not
applicable |
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 11 of 13 |
| ITEM
7. |
IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY. |
| |
|
| |
Not
applicable
|
| |
|
| ITEM 8. |
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP. |
| |
|
| |
See Item 2 above. |
| |
|
| ITEM 9. |
NOTICE OF DISSOLUTION OF
GROUP. |
| |
|
| |
Not applicable |
| |
|
| 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, other than activities solely in connection with a
nomination under § 240.14a-11. |
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 12 of 13 |
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.
Dated: June 27, 2022
| |
Trilantic Capital
Management L.P. |
|
| |
|
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
TCP Sema SPV LLC |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
Trilantic Energy
Partners II Parallel (North America) L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Energy Partners Associates II L.P., its
general partner |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
Trilantic Capital
Partners Associates VI L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
|
CUSIP No.
09354A100 |
SCHEDULE 13G |
Page 13 of 13 |
| |
Trilantic Energy
Partners Associates II L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/
Giulianna Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
TCP SPV GP
LLC |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its sole member |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
Trilantic Capital
Partners Associates MGP VI LLC |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
DATE: June 27, 2022
| |
Trilantic Capital
Management L.P. |
|
| |
|
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
TCP Sema SPV LLC |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
Trilantic Energy
Partners II Parallel (North America) L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Energy Partners Associates II L.P., its
general partner |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
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| |
|
|
|
|
| |
Trilantic Capital
Partners Associates VI L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
Trilantic Energy
Partners Associates II L.P. |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its general partner |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/
Giulianna Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
TCP SPV GP
LLC |
|
| |
|
|
|
| |
By: |
Trilantic Capital Partners Associates MGP VI LLC,
its sole member |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
| |
|
|
|
|
| |
Trilantic Capital
Partners Associates MGP VI LLC |
|
| |
|
|
|
| |
By: |
/s/ Giulianna Ruiz |
|
| |
|
|
Name: /s/ Giulianna
Ruiz |
|
| |
|
|
Title: General
Counsel |
|
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