| Item 1. | |
| (a) | Name of issuer:
Workhorse Group Inc. |
| (b) | Address of issuer's principal executive offices:
48443 Alpha Drive #190
Wixom, Michigan 48393 |
| Item 2. | |
| (a) | Name of person filing:
Horsepower Opportunities LLC*
ATW Opportunities Master Fund II, LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez* |
| (b) | Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119 |
| (c) | Citizenship:
Horsepower Opportunities LLC - Delaware
ATW Opportunities Master Fund II, LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
98138J503 |
| 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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Horsepower Opportunities LLC - 251,175*
ATW Opportunities Master Fund II, LP - 251,175*
ATW Partners Opportunities Management, LLC - 545,863*
Kerry Propper - 545,863*
Antonio Ruiz-Gimenez - 545,863*
*The Common Stock (the "Shares") reported herein represents Shares held by Horsepower Opportunities LLC (the "Holding Company") as well as Shares held by an affiliated entity of ATW Partners Opportunities Management, LLC (the "Adviser") and rights to receive shares of Common Stock ("Rights Shares") issued by Workhorse Group Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, LP (the "Fund"). The Adviser serves as the investment manager to the Fund. Kerry Propper and Antonio Ruiz-Gimenez are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, the Fund, and the 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 and an affiliated entity of the Adviser.
The percent of class reported herein is based upon a statement in the Issuer's Form 10-K filed on March 31, 2026 that there were 10,449,858 Shares outstanding as of March 24, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Rights Shares in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
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. |
| (b) | Percent of class:
Horsepower Opportunities LLC - 2.4%*
ATW Opportunities Master Fund II, LP - 2.4%*
Horsepower SPV XXIV LLC - 5.0%*
ATW Partners Opportunities Management, LLC - 5.0%*
Kerry Propper - 5.0%*
Antonio Ruiz-Gimenez - 5.0%* |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Horsepower Opportunities LLC - 0
ATW Opportunities Master Fund II, LP - 0
Horsepower SPV XXIV LLC - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
|
| | (ii) Shared power to vote or to direct the vote:
Horsepower Opportunities LLC - 251,175*
ATW Opportunities Master Fund II, LP - 251,175*
ATW Partners Opportunities Management, LLC - 545,863*
Kerry Propper - 545,863*
Antonio Ruiz-Gimenez - 545,863*
|
| | (iii) Sole power to dispose or to direct the disposition of:
Horsepower Opportunities LLC - 0
ATW Opportunities Master Fund II, LP - 0
Horsepower SPV XXIV LLC - 0
ATW Partners Opportunities Management, LLC - 0
Kerry Propper - 0
Antonio Ruiz-Gimenez - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Horsepower Opportunities LLC - 251,175*
ATW Opportunities Master Fund II, LP - 251,175*
ATW Partners Opportunities Management, LLC - 545,863*
Kerry Propper - 545,863*
Antonio Ruiz-Gimenez - 545,863*
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)