[8-K] Mullen Automotive, Inc. Reports Material Event

Rhea-AI Filing Summary

First American Financial Corporation (FAF) filed Amendment No. 4 to Schedule 13D on 07/28/2025, reporting its current ownership in Offerpad Solutions Inc. (OPAD).

• FAF beneficially owns 5,119,314 Class A shares, equal to 16.84 % of the 27,710,358 shares outstanding as of 06/30/2025.
• All shares are held with sole voting and dispositive power; there is no shared ownership.
• Shares were acquired using working capital (Item 3); no leverage or third-party financing is referenced.
• Item 5(c) states no reportable transactions since the prior amendment; the filing primarily updates the percentage of ownership.
• FAF confirms it has not faced criminal convictions and, aside from matters disclosed in its March 30 2023 13D/A, is not subject to material legal orders.

The document signals that FAF remains a strategic, non-activist holder of a sizable OPAD position; no change in intent, control, or additional purchases/sales is disclosed.

Positive

• First American Financial reaffirms a substantial 16.84 % stake, indicating continued confidence in Offerpad’s prospects.

Negative

• None.

Insights

Equity Analyst

TL;DR – FAF still owns 16.8 % of OPAD; no new buying or selling disclosed.

FAF’s reaffirmed 5.1 M-share stake keeps it one of OPAD’s largest shareholders. Because the amendment merely updates the denominator (share count) without describing additional share accumulation or divestiture, the filing is information-only. Investors gain clarity on current ownership concentration but there is no immediate implication for earnings, liquidity, or near-term valuation. A 17 % position can influence voting outcomes; however, FAF makes no governance demands, suggesting a passive strategic investment. Impact on OPAD’s share price should be limited absent further action.

Corporate Governance Specialist

TL;DR – Large single holder confirmed; governance influence possible but unstated.

At 16.84 %, FAF sits well above the 10 % threshold that triggers heightened reporting and potential insider status. The company maintains sole voting/dispositive power, giving it unilateral control over this block. While the filing lacks activism language, such a concentrated stake warrants investor monitoring during proxy seasons, especially if management proposals become contentious. For now, the amendment is administrative, and governance risk remains neutral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 24, 2025

BOLLINGER INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34887		86-3289406
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1405 Pioneer Street, Brea, California 92821

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code (714) 613-1900

Mullen Automotive Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		BINI		The Nasdaq Stock Market, LLC (Nasdaq Capital Market)
Rights to Purchase Series A-1 Junior Participating Preferred Stock		None		The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 25, 2025, Mullen Automotive Inc. filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to change its name (the “Name Change”) to Bollinger Innovations, Inc. (the “Company”). The Name Change and Amendment became effective on July 28, 2025, at 12:01 a.m. Eastern Time. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, stockholder approval was not required to effectuate the Name Change. The Name Change has no affect on the rights of the Company’s stockholders and stockholders do not need to take any actions due to the Name Change.

In connection with the Name Change, effective as of market open on July 28, 2025, the Company’s common stock, par value $0.001 per share (the “Common Stock”) began trading under the Company’s new ticker symbol “BINI” on The Nasdaq Capital Market (“Nasdaq”). The CUSIP of the Common Stock did not change in connection with the ticker symbol change.

In addition, effective as of July 28, 2025, the Company’s Board of Directors approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Second A&R Bylaws”) solely to reflect the Name Change. A copy of the Second A&R Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 24, 2025, the Company issued a press release announcing the Name Change and Nasdaq ticker symbol change. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

As of July 28, 2025, a total of 383,050,121 shares of the Company’s Common Stock were issued and outstanding.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on July 25, 2025.
3.2		Second Amended and Restated Bylaws of the Company, effective as of July 28, 2025.
99.1		Press Release dated July 24, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOLLINGER INNOVATIONS, INC.
Date: July 28, 2025	By:	/s/ David Michery
		David Michery
		Chief Executive Officer

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FAQ

How many Offerpad (OPAD) shares does First American Financial own?

The filing lists 5,119,314 Class A shares beneficially owned.

What percentage of OPAD's outstanding shares does this represent?

FAF’s holdings equal 16.84 % of the 27,710,358 shares outstanding as of 06/30/2025.

Did First American buy or sell OPAD shares recently?

Item 5(c) states no reportable transactions; the amendment only updates ownership percentage.

Does First American share voting power over these shares?

No. The corporation has sole voting and dispositive power over all 5.1 M shares.

What funds did First American use to acquire the OPAD stake?

Item 3 discloses the source of funds as working capital.

Is First American facing any legal proceedings related to this investment?

The company reports no new legal proceedings beyond matters previously disclosed in March 2023.