UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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 to be sent.

* 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).

* As of the filing date of this Amendment No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835 shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”), the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule 13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.

* As of the filing date of this Amendment No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835 shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”), the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule 13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.

* As of the filing date of this Amendment No. 2 to Schedule 13D (the “Filing Date”), Arosa Capital Management LP, a Delaware limited partnership (“Arosa Capital”), may be deemed to beneficially own in the aggregate 5,968,706 shares of common stock, par value $0.001 per share (the “Common Stock”), of Workhorse Group Inc. (the “Company”), including (i) 2,813,835 shares of Common Stock and (ii) warrants (the “Warrants”) exercisable for an aggregate 3,154,871 shares of Common Stock, subject to the limitations described below. The shares of Common Stock and the Warrants are held by Arosa Opportunistic Fund LP, a Cayman Islands exempted limited partnership (“Arosa Opportunistic Fund”). Arosa Capital serves as the registered investment adviser of Arosa Opportunistic Fund, and Till Bechtolsheimer (“Mr. Bechtolsheimer”), the managing member of the general partner of Arosa Opportunistic Fund and Chief Executive Officer of Arosa Capital, may be deemed to beneficially own the shares of Common Stock and the Warrants (and the shares of Common Stock underlying the Warrants) reported herein. The Warrants are subject to exercise and conversion limitations prohibiting the exercise or conversion of the Warrants to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in excess of 9.99% of the then-outstanding shares of Common Stock. The percentage of beneficial ownership reported on this Amendment No. 2 to Schedule 13D is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, as of the Filing Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Arosa Capital, Arosa Opportunistic Fund and Mr. Bechtolsheimer may be deemed to beneficially own 6.3% of the Common Stock of the Company deemed issued and outstanding.

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends the initial Schedule 13D (the “Initial Schedule 13D”) filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on July 19, 2018, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on June 14, 2019 (the Initial Schedule 13D, as amended by Amendment No. 1 to Schedule 13D, the “Schedule 13D”).

Item 2.     Identity and Background.

This Item 2 of the Schedule 13D is hereby amended solely to replace the second paragraph thereof with the following:

The address of the principal business office of each of the Reporting Persons is c/o Arosa Capital Management LP, 550 West 34th Street, Suite 2800, New York, New York 10001.

 Item 5.     Interest in Securities of the Company.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of the Filing Date, Arosa Opportunistic Fund beneficially owns an aggregate of 5,968,706 shares of Common Stock, including (i) 2,813,835 shares of Common Stock and (ii) 3,154,871 shares of Common Stock underlying the Warrants. Arosa Capital and Mr. Bechtolsheimer may be deemed to beneficially own the shares of Common Stock and the Warrants reported herein. The percentage of beneficial ownership reported in this Amendment is based on a total of 91,153,943 shares of Common Stock deemed issued and outstanding. Thus, the Reporting Persons may be deemed to beneficially own 6.3% of the shares of Common Stock of the Company deemed issued and outstanding. In addition, the Reporting Persons beneficially own 305,000 shares of non-voting Preferred Stock.

Arosa Opportunistic Fund has the right to receive dividends from, and proceeds from the sale of, the shares of Common Stock, the shares of non-voting Preferred Stock and the Warrants (including the shares of Common Stock issuable upon exercise of the Warrants) owned by it. The partners of Arosa Opportunistic Fund have the right to participate indirectly in the receipt of dividends from, and proceeds from the sale of, such securities in accordance with their respective ownership interests in Arosa Opportunistic Fund.

During the sixty (60) days prior to July 7, 2020 (the “Event Date”), and from the Event Date to the date hereof, Arosa Capital, on behalf of Arosa Opportunistic Fund, effected the following transactions: (i) exercised certain of the Warrants to purchase (a) 1,143,200 shares of Common Stock at an exercise price of $1.21 per share for an aggregate purchase price of $1,383,272 and (b) 5,109,126 shares of Common Stock at an exercise price of $1.25 per share for an aggregate purchase price of $6,386,407.50; and (ii) sold shares of Common Stock, as follows:

Item 6.     Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Company

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Arosa Capital, on behalf of Arosa Opportunistic Fund, from time to time has entered into one or more contracts with respect to put options and/or call options regarding the Common Stock. Except as described herein, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Company between or among the Reporting Persons and any other person or entity.

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: July 17, 2020

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).