In re LORDSTOWN MOTORS

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11274 / February 29, 2024 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 99637 / February 29, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4490 / February 29, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21875 
 
 
In the Matter of 
 
LORDSTOWN MOTORS 
CORP.,  
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 8A OF THE SECURITIES 
ACT OF 1933 AND SECTION 21C OF 
THE SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST 
ORDER  
  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 
1934 (“Exchange Act”), against Lordstown Motors Corp. (“Lordstown” or “Respondent”).   
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 
21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist 
Order (“Order”), as set forth below.   

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III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
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 that:  
 
A. SUMMARY 
 
 These proceedings arise from misrepresentations by Lordstown and its former Chairman 
and CEO, Steve Burns, about the company’s plans to develop the first full-size electric pickup 
truck called the Endurance during and after the process of taking the company public. 
Lordstown, founded by Burns in 2019, became publicly traded in October 2020 through a merger 
with a special purpose acquisition company (“SPAC”) called DiamondPeak Holdings 
Corporation (“DiamondPeak”). During and after the merger, which raised approximately $675 
million from investors, Lordstown and Burns made materially false and misleading statements 
about Lordstown’s business in SEC filings and other public statements. These statements told 
investors that Lordstown would be first-to-market with a viable electric pickup truck targeted for 
the commercial fleet market, and Lordstown already had an established base of customer demand 
evidenced by tens of thousands of “pre-orders” from commercial fleet customers. Knowing that 
this first-mover advantage would be critical to the company’s success, Lordstown and Burns 
misrepresented the true nature of the pre-orders for the truck, whether Lordstown had access to 
the key parts it needed to make the truck, and when the company would be able to deliver the 
truck to customers. 
 
Lordstown also filed financial statements audited by a purportedly independent 
accounting firm when that firm was not in fact independent under the relevant audit standards. 
As a private company, in early 2020, Lordstown engaged Clark Schaefer Hackett & Co., 
(“CSH”) to audit its 2019 financial statements under Generally Accepted Auditing Standards 
(“GAAS”), and to provide non-audit services by assisting management in preparing the financial 
statements and performing bookkeeping services. Later in the year, CSH audited the same 2019 
financials under Public Company Accounting Oversight Board (“PCAOB”) standards. CSH 
violated SEC rules and independence standards by auditing the financial statements while 
providing prohibited bookkeeping services to Lordstown during the same audit and professional 
engagement period. 
 
In connection with the above material misstatements and omissions, and failure to file 
financial statements audited by an independent auditor, Lordstown violated Sections 17(a)(2) and 
17(a)(3) of the Securities Act, Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 
13a-11, and 14a-3 thereunder. 
 
B. RESPONDENT 
 
 Lordstown Motors Corp.,   is incorporated in Delaware with its principal place of business 
 
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  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.   
 
 

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in Lordstown, Ohio. Lordstown was an original equipment manufacturer of electric light duty 
vehicles focused on the commercial fleet market.  On June 27, 2023, Lordstown filed a voluntary 
petition for relief under Chapter 11 of the U.S. Bankruptcy Code. Lordstown’s Class A common 
stock traded on the Nasdaq Global Stock Market under the symbol “RIDE” from October 26, 2020 
until July 7, 2023, when it began trading on the over-the-counter market under the symbol 
“RIDEQ.”  Lordstown’s common stock was registered with the Commission under Section 12(b) 
until October 25, 2023 when the registration reverted to Section 12(g) of the Exchange Act 
pursuant to a Form 25 filed by Nasdaq Global Select Market on July 27, 2023. At all relevant 
times, Lordstown was required to file periodic reports with the Commission pursuant to Section 
13(a) of the Exchange Act.  
 
C. RELEVANT INDIVIDUAL AND ENTITY 
 
Stephen “Steve” Scott Burns, 64, resident of Maineville, Ohio, in April 2019 founded 
Lordstown as a private company, and was a director and its CEO. After Lordstown merged with 
DiamondPeak in October 2020, Burns became Lordstown’s Chairman and CEO until he resigned 
from both positions on June 14, 2021. 
Clark Schaefer Hackett & Co. (“CSH”), an Ohio corporation headquartered in 
Cincinnati, Ohio, is an accounting and advisory firm  that provided accounting and audit services to 
Lordstown. CSH is registered with the PCAOB. 
 
D. FACTS 
 
1. Burns founded then-private Lordstown in April 2019 for the purpose of developing 
and manufacturing light duty electric trucks targeted for sale to fleet customers. Since its inception, 
Lordstown had been developing its flagship vehicle, the Endurance, an electric full-size pickup 
truck, for the commercial fleet market.  To manufacture the Endurance, in November 2019 
Lordstown acquired from General Motors Company (“GM”) an assembly and manufacturing plant 
in Lordstown, Ohio. 
2. On August 3, 2020, DiamondPeak, a publicly traded SPAC, and Lordstown 
announced that they had entered into a proposed business combination transaction via a merger 
agreement.  From August to October 2020, DiamondPeak filed proxy soliciting materials relating to 
the merger, which was approved by DiamondPeak’s shareholders on October 22, 2020. 
DiamondPeak and Lordstown’s merger transaction closed on October 23, 2020, and Lordstown 
emerged as the publicly traded successor to DiamondPeak.  In connection with the merger, 
Lordstown received approximately $675 million in proceeds from DiamondPeak’s cash held in 
trust and from a private investment in public equity (“PIPE”) offering to accredited investors. Also 
in connection with the merger, Lordstown assumed publicly traded and private warrants previously 
issued by DiamondPeak in its initial public offering in March 2019, and additional private warrants 
issued for the merger. 
3. On November 12, 2020, Lordstown filed a registration statement and prospectus on 
Form S-1   to register its common stock, its publicly traded and private warrants, and for resale the 
shares issued in the PIPE offering.  The Form S-1 was declared effective on December 4,    2020. On 
December 14, 2020, Lordstown issued a redemption notice for the public warrants, and on January 

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27, 2021 Lordstown redeemed all    of the public warrants and received approximately $107 million 
from investors who exercised the warrants.  On December 28, 2020, Lordstown filed a registration 
statement and prospectus on Form S-8 to register certain of its common stock and stock options 
issued or to be issued to certain of its directors, officers, and employees under incentive 
compensation plans. 
4. L
ordstown and Burns told investors that Lordstown’s purpose was to develop and 
manufacture the Endurance, the first electric full-size pickup truck designed for the commercial 
fleet market, which Lordstown defined in SEC filings as “commercial and governmental 
organizations with three or more vehicles.” For this purpose, Lordstown touted in investor 
presentation materials at the time of the merger announcement that it   was uniquely positioned to 
obtain a “first mover” advantage by becoming the first to produce and deliver the Endurance to 
commercial fleet markets.  Lordstown claimed, among other things, it   had secured 27,000 “pre- 
orders” for the Endurance from fleet customers representing $1.4 billion in potential revenue. 
Lordstown also highlighted that its relationship with GM, including Lordstown’s acquisition of its 
near-production-ready plant from GM, and Lordstown’s agreements with GM that provided 
Lordstown access to certain GM parts to develop the Endurance, would enable Lordstown to 
develop the Endurance with only a modest incremental investment compared to other companies. 
Lordstown claimed to investors that these and other factors positioned Lordstown to deliver an 
electric pickup truck in the second half of 2021, sooner than anyone else, and estimated it   would 
sell and deliver 2,200 Endurance trucks in 2021, 31,600 trucks in 2022, and 65
,000 trucks in 2023, 
generating $5.3 billion in cumulative revenue. 
5. F
rom August 2020 to February 2021, however, Lordstown and Burns made 
numerous materially false or misleading statements about Lordstown’s business, including its “pre- 
orders,” access to critical parts from GM, and the delivery timeline for the Endurance. These 
misrepresentations concealed the truth about the demand for the Endurance, and about Lordstown’s 
ability to be the first company to manufacture and deliver an electric full-size pickup truck to the 
commercial fleet market. 
Misrepresentations About Pre-Orders for the Endurance 
 
6. From August 3,    2020 to February 6,    2021, in SEC filings and other public statements, 
Lordstown and Burns made materially false or misleading statements about Lordstown’s pre-orders 
for the Endurance. 
Background of Lordstown’s Pre-Orders 
7. To estimate the demand for the Endurance, Lordstown’s sales team contacted 
potential customers beginning in early 2020, and requested them to sign a form of a   non-binding 
letter of intent and reservation agreement (“LOI”) specifying the quantity of Endurance trucks the 
customer wished to reserve.  The LOI by its terms was a    one-page, form agreement prepared by 
Lordstown, and did not require payment of any kind by the customer, and the customer was under no 
obligation to purchase the Endurance. 
8. In SEC filings and other public statements, Lordstown described these LOIs as 
“pre-orders” from or primarily from fleet operators, and generally that the pre-orders were not 

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binding and did not require any deposit. Lordstown further qualified that there could be no 
assurance that Lordstown will successfully convert the pre-orders into binding orders or sales. 
During the relevant period, Lordstown and Burns used the terms LOIs, reservations, pre-orders, and 
“pre- sales” interchangeably as having the same meaning. 
9. Pre-orders were an important metric for Lordstown because, as a startup company 
developing a new product, Lordstown had no orders or sales to report to investors. Because 
Lordstown’s business purpose was to develop and manufacture the Endurance for the commercial 
fleet market, pre-orders were also important for potential fleet customers, who Lordstown believed 
may be more comfortable buying a truck from a new manufacturer that their peers are also buying. 
Lordstown believed that increasing numbers of pre-orders from fleets would create further demand 
for the Endurance. After the merger with DiamondPeak, Burns directed Lordstown’s sales team to 
obtain additional pre-orders from customers to increase the total amount because pre-orders were 
“[r]eally important to the investment community and to our prospect[ive] fleet customers.” 
10. Lordstown did not have any policies or procedures to evaluate pre-order 
counterparties.  Lordstown’s sales team, comprised mostly of individuals with no sales experience 
in the automotive industry, were not given any instructions or guidance to determine whether a 
customer was a commercial fleet customer.  In addition, Lordstown did not have any policies or 
procedures around recording, tracking, or maintaining pre-order data. 
11. After Lordstown announced in August 2020 that it   had secured 27,000 pre-orders 
for the Endurance from fleet customers, Lordstown continued to solicit potential fleet customers to 
increase the number of pre-orders to highlight to potential investors and customers.  Throughout the 
fall    of   2020, Lordstown and Burns made numerous public statements touting increasing numbers of 
pre-orders from fleet customers.  On January 11, 2021, Lordstown issued a press release stating it 
had received 100,000 pre-orders from commercial fleets, which Burns described as “unprecedented 
in automotive history.” 
12. On March 12, 2021, however, Hindenburg Research (“Hindenburg”), which had 
taken a short position in Lordstown’s stock, published a report that alleged, among other things, that 
Lordstown’s 100,000 pre-orders were largely fictitious and nonbinding, and from customers that 
generally did not even have fleets of vehicles. Shortly after Hindenburg published its report, 
Lordstown’s Board of Directors formed a Special Committee to investigate Hindenburg’s 
allegations. 
13. On June 14, 2021, the Special Committee issued a public statement addressing 
Hindenburg’s allegations, and stated that certain statements by Lordstown concerning pre-orders 
were “in certain respects, inaccurate.” The Special Committee determined that, while Lordstown 
had stated on several occasions that its pre-orders were from, or “primarily” from commercial 
fleets, in fact many pre-orders were obtained from (i)  fleet management companies or other end 
users that indicated interest in purchasing Endurance trucks, similar to commercial fleets, and (ii) 
so-called “influencers” or other potential strategic partners that committed to attempt to secure pre- 
orders from other entities, but did not intend to purchase Endurance trucks directly.  The Special 
Committee also stated that one entity that provided a large number of pre-orders did not appear to 
have the resources to complete large purchases of trucks. It also found that other entities provided 
commitments that appeared too vague or infirm to have been appropriately included in the total 

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number of pre-orders disclosed by Lordstown. 
Lordstown’s Pre-Orders Were Not All From or Primarily From Fleet Customers 
14. On September 21, 2020, DiamondPeak filed a preliminary proxy statement to 
solicit votes for its merger with Lordstown. In the proxy statement Lordstown stated it   had 
“received pre-orders primarily from fleet operators to purchase over 38,000 Endurance vehicles.” In 
fact, according to the Special Committee’s analysis, pre-orders from intermediaries or influencers, 
and not fleets, comprised over 40% of the 38,000 amount. That amount included pre-  orders for 
14,000 trucks from one customer representing around $735 million in potential revenue. This 
customer had no apparent resources to buy such large quantities of the Endurance, and Burns had 
questioned the customer’s financial strength. The 38,000 amount also included another customer 
who had submitted a    pre-order for 1,000 trucks in a    non-standard LOI stating that it wished to 
broker the trucks, and did not intend to buy the Endurance for its own use.  The 38,000 amount 
further included 1,500 pre-orders from a    coalition of nonprofit organizations that encouraged or 
facilitated the use of clean energy, but did not intend to or have any ability to buy the Endurance. 
15. On October 26, 2020, the first day of trading for Lordstown’s common stock, Burns 
stated in an interview by The Detroit News that Lordstown had “pre-sold 40,000 of [the Endurance] 
to fleet customers already.” On November 12, 2020, Lordstown filed a    Form S-1 stating it 
currently had “pre-orders primarily from fleet operators to purchase over 44,000 vehicles[.]” 
According to the Special Committee’s analysis, 48% of the 40,000 amount was from intermediaries 
or influencers. 
16. On N
ovember 16, 2020, Lordstown issued a    press release stating it   had “received 
approximately 50,000 non-binding production reservations from commercial fleets....” On the 
same date, Burns stated in a   capital markets-oriented forum that Lordstown had “50,000 pre-sales 
already, all    from fleets.” On November 17, 2020, Burns stated in an interview by CNBC that 
Lordstown had received “50,000 preorders,” sold to “fleets,” and described the pre-orders as “very 
serious orders.”  Lordstown’s Form S-1/A filed on December 1,    2020 stated it   had “received pre- 
orders primarily from fleet operators to purchase approximately 50,000 Endurance vehicles.” 
According to the Special Committee’s analysis, however, 50% of the 50,000 amount was from 
intermediaries or influencers.  On December 2, 2020, Burns stated in an investor conference, “[w]e 
have 50,000 pre-orders already, well in advance of what we thought we would have[,] ... almost 
$3 billion in pre-orders already.”  
17. On December 21, 2020, Lordstown posted on social media and filed a Form 8-K 
stating it   had received “80,000 non-binding reservations for the Endurance to date.” Although the 
statements did not specify whether the pre-orders were from or primarily from fleets, they implied 
that the pre-orders were from or primarily from fleets, consistent with prior statements.  The 80,000 
amount also included a   pre-order for 5,000 trucks (representing $263 million in potential revenue) 
by a customer who later canceled the pre-order due to a   misunderstanding, but Lordstown’s sales 
team continued to count it   towards the total amount. According to the Special Committee’s analysis, 
67% of the 80,000 amount at this time was from intermediaries or influencers. 
18. On J
anuary 11, 2021, Lordstown issued a   press release stating that Lordstown “has 
received more than 100,000 non-binding production reservations from commercial fleets....”  The 

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press release quoted Burns as saying, “[r]eceiving 100,000 pre-orders from commercial fleets for a 
truck like the Endurance is unprecedented in automotive history....”  According to the Special 
Committee’s analysis, however, by that time 71% of the 100,000 amount was from intermediaries 
or influencers.  The 100,000 amount also included a    verbal indication of interest from a    customer 
who would agree to an “influencer” memorandum of understanding, which was not executed at the 
time.  This memorandum of understanding was not a    pre-order agreement or an LOI to buy 
Lordstown’s Endurance, but rather an understanding “to assist Lordstown in generating leads to 
support the sale of up to 15,000 Endurance trucks by December 31, 2023.”  This customer 
expressly informed Lordstown that it   did not have a   fleet and did not intend to buy any trucks.  In 
interviews with a research analyst and on media outlets in January and February 2021, Burns 
nevertheless stated that the 100,000 pre-  orders were submitted by “fleets,” and described the pre-
orders as “sticky.” 
19. Lordstown and Burns’ statements about the increasing numbers of pre-orders from 
27,000 to 100,000 were false or misleading. First, the pre-orders were not all    from or primarily 
from fleet customers, a    market Lordstown had described in SEC filings as “commercial or 
governmental organizations with three or more trucks.”  As the Special Committee found, 40% to 
71% of the pre-orders during this period were from intermediaries or influencers who indicated they 
would encourage, facilitate, or influence the purchase of the Endurance and did not intend to buy it 
for their own use.  Second, Burns’ statements that the pre-orders were “very serious orders” or “very 
sticky” were misleading because the pre-orders were non-binding and customers were not obligated 
to purchase any trucks.  Third, the pre-orders included large quantities from customers who had no 
apparent ability to buy such quantities of the truck. As a   result, Lordstown and Burns, who knew or 
should have known that certain pre-orders were not from or primarily from fleets, misrepresented 
the true nature of the demand for the Endurance, which was substantially less than what they had 
described to investors. 
Misrepresentations About Access to GM Parts 
 
20. From August 2020 to January 2021, Lordstown and Burns made false and 
misleading statements about Lordstown’s access to certain critical parts from GM to develop the 
Endurance. 
21. In DiamondPeak’s proxy statements for the merger filed beginning in August 2020, 
Lordstown claimed it had entered into an agreement with GM in April 2020 purportedly providing 
Lordstown with “access to certain non-customer-facing GM parts, including airbags, steering 
columns, and steering wheels,” that will offer significant benefits to Lordstown’s supply chain. 
Partly because of this access to GM parts, Lordstown claimed it expected “to substantially 
complete sourcing [parts] for the Endurance by the end of 2020.”  In the proxy statements 
Lordstown also estimated approximately $120 million of capital expenditures for retooling its plant 
and other investments to complete the Endurance and its supply chain. 
22. Under the agreement with GM, Lordstown’s management expected to get access to 
over 200 GM parts, including approximately 100 critical non-customer-facing parts necessary to 
develop the Endurance, beyond the three parts mentioned in the SEC filings.  These parts were 
necessary for building the Endurance prototypes and testing them for compliance with federal 
motor vehicle safety standards (“FMVSS”) established by the National Highway Transportation 

 8 
Safety Administration before any Endurance could be sold and delivered to customers. 
23. But soon after the announcement of the merger in August 2020, Lordstown’s 
management realized they did not have access to the vast majority of the critical non-customer- 
facing GM parts. These parts could not be purchased directly from GM because GM did not make 
them; the parts were made by GM’s suppliers under GM’s authorization, which was a complex, 
time-consuming process with no certainty as to whether GM would ultimately authorize 
Lordstown to use the parts. For each part requested by Lordstown, Lordstown had to obtain 
authorization from GM to determine whether the part could be used by Lordstown. If    GM 
authorized Lordstown’s use of the part, GM had to authorize the part’s supplier to conduct a 
feasibility analysis to determine whether the supplier could produce the quantities of the part 
requested by Lordstown. If so, then Lordstown and the supplier had to develop a product 
agreement for the part for GM’s approval.  After that, the supplier could then produce the part, 
which could take months to do. 
24. By October 2020, Lordstown still had no access to the vast majority of the 
requested GM parts.  A Lordstown officer alerted Burns, “so far we have GM Tooling 
authorization letters for just 4 of ~90 parts completed.... The Endurance program timing is now in 
jeopardy for the key parts that need [GM] approval.”  Also in October, another Lordstown officer 
complained to a GM officer, “we represented to the market that [Lordstown] and GM had a parts 
deal....  We are not getting the necessary support from [GM] .... This delay is going to have a 
serious impact if it is not addressed immediately.” 
25. By the end of December 2020, Lordstown’s lack of access to the GM parts 
remained unchanged, and Lordstown’s plan to produce and deliver the Endurance by the second 
half of 2021 was in serious jeopardy. Lordstown had no visibility into if or when it   might obtain 
access to the GM parts needed to produce and certify the Endurance with FMVSS before selling 
and delivering it to customers.  In fact, GM informed Lordstown and Burns in December 2020 that 
Lordstown’s requests for GM parts would constrain GM’s own supply chain, and advised 
Lordstown to find a backup solution for the vast majority of the requested parts in case GM 
ultimately rejected Lordstown’s request. 
26. Nevertheless, Lordstown continued to state falsely in SEC filings in fourth-quarter 
2020 that Lordstown had access to the GM parts. Lordstown’s Forms S-1 and S-1/A filed in 
November and December 2020 and signed by Burns stated, like the August 2020 DiamondPeak 
proxy statement, that Lordstown had access to the GM parts, and management expected to 
substantially complete sourcing parts for the Endurance in the second half of 2020, when in fact 
Lordstown did not have such access, and was nowhere close to sourcing the parts. 
27. Further, in the November 17, 2020 CNBC interview, Burns misleadingly stated 
GM “has opened up their parts bin” to Lordstown, implying that Lordstown was free to buy or take 
whatever parts it wanted from GM. On December 2, 2020, in an investor conference Burns again 
claimed GM “opened up its parts bin to us. The parts bin is very very valuable to us....” And on 
January 11, 2021, in an interview by a research analyst, Burns stated GM “opened up their parts 
bin, right?  So we’re using GM parts in here and some critical parts, mostly around the safety stuff, 
so we can get through the crash testing.” 

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28. These statements by Lordstown and Burns were false and misleading because 
Lordstown did not have access to the GM parts as stated in SEC filings, and GM had not “opened 
up its parts bin” in any sense. In fact, GM specifically informed Lordstown that its requests for 
GM parts would constrain GM’s own supply chain, and that Lordstown should find backup plans 
for the vast majority of its requested parts.  As a result, Lordstown had to source from other 
suppliers the necessary parts it could not access from GM, thereby increasing Lordstown’s capital 
expenditure by at least an additional $150 million, on top of the $120 million estimate at the time 
of the merger announcement in August 2020. 
Misrepresentations About the Delivery Timeline for the Endurance 
 
29. In October and November 2020, Lordstown and Burns made materially false and 
misleading statements about Lordstown’s ability to deliver the Endurance to the commercial fleet 
market. 
30. To obtain the “first mover” advantage by bringing an electric full-size pickup truck 
to the market before anyone else, at the time of the merger announcement in August 2020 
Lordstown and Burns stated Lordstown planned to deliver the Endurance by the second half of 
2021. At that time, Lordstown’s production and engineering teams had, with Burns’ approval, 
internally targeted the production of the Endurance in September or October of 2021. Production 
referred to the process of starting to build a vehicle that can be sold and delivered to a customer 
after it is certified to comply with regulatory requirements, including FMVSS. Because 
Lordstown’s production and engineering teams expected the testing required to certify the 
Endurance with FMVSS to take at least several months to complete after production had started, it 
was not possible for Lordstown to sell or deliver to a customer an Endurance at the same time 
Lordstown started production without certifying that the vehicle complied with FMVSS. 
31. But shortly after the August 2020 merger announcement, Lordstown was already 
experiencing delays with its suppliers, including its lack of access to GM’s parts described above, 
that jeopardized the production and delivery timelines for the Endurance. By October 2020, 
Lordstown’s supply chain and other issues had delayed the production timeline for the Endurance 
to November 2021 at the earliest, and its delivery schedule to months later, likely into 2022. 
Lordstown’s production and engineering teams, who regularly updated Burns on the production 
and delivery timelines, informed Burns of these delays, and he was “in line” with them. 
32. Despite these worsening delays to the Endurance’s production and delivery 
timelines, Lordstown and Burns made false and misleading public statements that Lordstown 
would deliver (not just start production for) the Endurance to customers by September 2021. 
33. On October 26, 2020, just after Lordstown’s merger with DiamondPeak had closed, 
and on the first day of trading for Lordstown’s common stock, Burns stated to The Detroit News, 
“[n]ext September [2021] deliveries start.  We’ve pre-sold 40,000 of them to fleet customers 
already, ... but September it starts.” 
34. On October 27, 2020, in an interview with Fox Business, in response to a question 
of when someone can actually buy an Endurance, Burns stated, “[y]ou can buy one now but you 
can take delivery in September [2021].” 

 10 
35. On November 16, 2020, just before a    series of public media appearances by Burns 
and before Lordstown was scheduled to issue its first SEC filing as a public company, Burns 
directed Lordstown to issue a press release claiming, “Lordstown Motors has received 
approximately 50,000 non-binding production reservations [for the Endurance] from commercial 
fleets .... [D]eliveries ... are expected to begin in September 2021, with full production ramping 
up throughout 2022.”  Burns knew that Lordstown could not deliver the Endurance in September 
2021, even if production could start in September 2021. He nevertheless directed the press release 
to state “September 2021” for the expected delivery date because he “did not want [Lordstown’s] 
internal [production and engineering] team to think they have extra time.” 
36. These statements were materially false and misleading at the time they were made 
because Lordstown could not, and had no plans to, sell and deliver the Endurance to a customer by 
September 2021 without certifying that the Endurance complied with regulatory requirements. 
Failure to File Financial Statements Audited by Independent Public Accountant 
 
37. In January 2020, Lordstown, then a    private company, engaged CSH to audit 
Lordstown’s 2019 financial statements under GAAS applicable to private companies, and to provide 
financial statement preparation services. Lordstown’s then-CFO also asked CSH to calculate 
Lordstown’s stock compensation expense and prepare notes to the financial statements. 
38. At the conclusion of the audit, in May 2020, CSH issued an audit report containing an 
opinion under GAAS for Lordstown’s 2019 financial statements. 
39. In July 2020, in anticipation of Lordstown’s merger transaction with DiamondPeak, 
CSH and Lordstown entered into a   new engagement letter to audit Lordstown’s 2019 financial 
statements under PCAOB standards applicable to audits of public companies. During the course of 
that audit, Lordstown identified and corrected errors in the financial statements, including a 
$271,103 understatement of stock compensation expense that was previously both prepared and 
audited by CSH during its previous GAAS audit. 
40. On August 24, 2020, CSH issued an audit report under PCAOB standards containing 
an opinion on Lordstown’s revised 2019 financial statements.  DiamondPeak’s August 24, 2020 
proxy statement, filed with the Commission, included this audit opinion. 
41. From 2020 through 2023, CSH’s August 24, 2020 audit opinion on Lordstown’s 
2019 financial statements was filed in Lordstown’s registration statements, and periodic filings 
incorporated by reference therein, filed with the Commission. 
42. Th
e facts and circumstances in which an auditor will—and will not—be deemed 
independent are set forth in Rule 2-01 of Regulation S-X.  Rule 2-01(c) provides a   non-exclusive list 
of specific relationships that render an accountant not independent. Rule 2-01(c)(4) states that an 
auditor will not be considered independent if it   provides certain bookkeeping services for its audit 
client or if it   prepares financial statements “that are filed with the Commission or that form the basis 
of financial statements filed with the Commission.”  Further, PCAOB Rule 3520, Auditor 
Independence, requires that an auditor be independent of its client throughout the audit and 
professional engagement period, and an auditor to comply with independence criteria established by 

 11 
the rules and regulations of the Commission.  When CSH performed the audit of Legacy 
Lordstown’s 2019 financial statements under PCAOB standards, CSH audited its own work and 
consequently lacked independence. CSH’s audit report contained an unqualified opinion in which 
it represented that it had conducted an audit in accordance with PCAOB standards.  By violating 
PCAOB independence standards, that representation was inaccurate. 
Subsequent Developments 
 
43. During the relevant period, Lordstown offered and sold securities, including the 
offer and sale of common stock, the issuance of warrants to purchase common stock, the offer of 
shares to employees in employee benefit plans, and the award of stock and stock options to 
employees as incentive compensation. Lordstown received money and property from the offer and 
sale of securities throughout the relevant period. 
44. Following the company’s response to the Hindenburg report, Burns resigned as 
Lordstown’s Chairman and CEO.  The company failed to develop and sell a    material number of the 
Endurance, and in June 2023, the company, and certain affiliates, each filed a  voluntary petition 
for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the 
District of Delaware, Case No. 23-10831 (MFW) (Bankr. D. Del.) (jointly administered) (the 
“Delaware Bankruptcy”). 
45. Lordstown and DiamondPeak, as well as Burns and other defendants, were 
subsequently named as defendants in a series of private class action and stockholder derivative 
lawsuits, alleging similar misconduct to the findings described above. At the time of its bankruptcy 
filing, Lordstown, Burns and other individuals were defendants in a consolidated securities fraud 
class action that was pending in the U.S. District Court for the Northern District of Ohio, captioned 
In re Lordstown Motors Corp. Sec. Litig. No. 4:21-cv-616-DAR (N.D. Ohio) (the “Ohio Securities 
Class Action”).  In addition, a separate consolidated stockholder class action was filed prior to the 
bankruptcy in the Delaware Court of Chancery against DiamondPeak Sponsor LLC (an entity that 
was involved in the merger with Lordstown) and certain individuals, in a case captioned In re 
Lordstown Motors Corp. Stockholders Litig., C.A. No. 2021-1066-LWW (Del. Ch.) (“Delaware 
Shareholder Class Action”).  Derivative lawsuits were also filed in federal courts in Ohio and 
Delaware, and in the Delaware Court of Chancery. 
Violations 
 
46. As a   result of the conduct described above, Lordstown violated Section 17(a)(2) of 
the Securities Act which proscribes, in the offer or sale of a   security, obtaining “money or property 
by means of any untrue statement of a material fact or any omission to state a    material fact 
necessary in order to make the statements made, in light of the circumstances under which they 
were made, not misleading.”  In addition, Lordstown also violated Section 17(a)(3) of the Securities 
Act which proscribes, in the offer or sale of a security, engaging “in any transaction, practice, or 
course of business which operates or would operate as a    fraud or deceit upon the purchaser.”  A 
violation of these provisions does not require scienter and may rest on a finding of negligence. See 
Aaron v. SEC, 446 U.S. 680, 685 & 701-02 (1980). 
47. As a   result of the conduct described above, Lordstown violated Section 13(a) of the 

 12 
Exchange Act and Rule 13a-1 thereunder which require issuers with securities registered under 
Section 12 of the Exchange Act to file annual reports with the Commission.  Annual Reports on 
Form 10-K must include financial statements meeting the requirements of Regulation S-X.  The 
General Instructions as to Financial Statements in Regulation S-X state that financial statements 
shall be audited, unless otherwise indicated.
 The obligation to file such reports embodies the 
requirement that they be true and complete. See, e.g., SEC v. Savoy Indus., Inc.,  587 F.2d 1149, 
1165 (D.C. Cir. 1978), cert. denied, 440 U.S. 913 (1979). 
48. As a   result of the conduct described above, Lordstown violated Section 13(a) of the 
Exchange Act, which requires issuers to file such periodic and other reports as the Commission may 
prescribe and in conformity with such rules as the Commission may promulgate. Exchange Act 
Rule 13a-11 requires issuers with securities registered under Section 12 of the Exchange Act to file 
current reports.  The obligation to file such reports embodies the requirement that they be true and 
correct. See, e.g., Savoy Indus., 587 F.2d at 1165. In addition to the information expressly required 
to be included in such reports, Rule 12b-20 of the Exchange Act requires issuers to add such further 
material information, if any, as may be necessary to make the required statements, in the light of the 
circumstances under which they are made, not misleading.  A violation of these reporting 
provisions does not require scienter. See SEC v. Wills,  472 F. Supp. 1250, 1268 (D.D.C. 1978). 
49. As a    r
esult of the conduct described above, Lordstown violated Section 14(a) of the 
Exchange Act and Rules 14a-3 and 14a-9 thereunder, which set forth the information to be provided 
by issuers of securities registered pursuant to Section 12 of the Exchange Act in proxy solicitations, 
and make it unlawful for any person to solicit any proxy in respect of any security by means of a 
proxy statement or other communication containing a materially false or misleading statement, 
respectively. Item 13 of Exchange Act Rule 14a-101 requires that financial statements meeting the 
requirements of Regulation S-X be furnished with Schedule 14.
 Proxy material disclosure is 
required to be accurate and complete. Lichtenberg v. Besicorp, 43 F. Supp. 2d 376, 393 (S.D.N.Y. 
1999). 
Disgorgement 
 
50. The  disgorgement  ordered  in  Section  IV.B.  below is  consistent  with  equitable 
principles and does not exceed Lordstown’s net profits from its violations. 
 
Lordstown’s Remedial Efforts and Cooperation 
 
51. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by Respondent and cooperation afforded the Commission staff. 
Undertakings 
 
52. Lordstown (including its post-bankruptcy successor or representative, officers, 
directors, and employees, and third-party consultants within Lordstown’s control) shall continue to 
cooperate fully with the Commission with respect to this action and to  any related judicial 
proceeding, administrative proceeding, or investigation commenced by the Commission or to 
which the Commission is a    party, subject to compliance with applicable law.  Lordstown agrees 
that such cooperation shall include, but is not limited to: 

 13 
a. Production of Information:  at the Commission’s request, upon reasonable 
notice, and without subpoena, Lordstown shall truthfully and completely disclose all 
information in its possession reasonably requested by the Commission staff in connection 
with this action or any related investigation, litigation, or other proceeding commenced by 
the Commission or to which the Commission is a party. 
b. P
roduction of Documents:  at the Commission’s request, upon reasonable 
notice, and without subpoena, Lordstown shall provide any document, record or other 
tangible evidence in its possession reasonably requested by the Commission staff in 
connection with this action or any related investigation, litigation, or other proceeding 
commenced by the Commission or to which the Commission is a party. Further, 
Lordstown shall produce to the Commission any documents produced to any party in the 
litigation identified above in paragraph 45. 
c. P
roduction of Cooperative Personnel:  at the Commission’s request, upon 
reasonable notice, and without subpoena, Lordstown shall secure the attendance and 
truthful statements, deposition, or testimony of any Lordstown officer, director, or 
employee or third-party consultant within Lordstown’s control, excluding any person who 
is a    party to any related litigated judicial or administrative proceeding, at any meeting, 
interview, testimony, deposition, trial, or other legal proceeding commenced by the 
Commission or to which the Commission is a party. At the Commission’s request, 
Lordstown shall also use its best efforts to secure the attendance and truthful statements, 
deposition, or testimony of any former Lordstown officer, director, or employee, excluding 
any person who is a   party to any related litigated judicial or administrative proceeding, at any 
meeting, interview, testimony, deposition, trial, or other legal proceeding commenced by 
the Commission or to which the Commission is a party. 
The foregoing obligations are subject to Lordstown’s reservation of rights: (i) to 
claim that documents or information requested is subject to attorney-client privilege, or 
attorney work-product protection; and (ii) to seek entry of a    confidentiality order as to: 
sensitive business documents or information; sensitive personnel documents or 
information; or confidential information pertaining to parties other than Lordstown; and 
d. Service and Personal Jurisdiction Consents:   Lordstown further agrees that, 
with respect to this action and any related judicial proceeding, administrative proceeding, or 
investigation commenced by the Commission or to which the Commission is a    party, it 
will: (i)   accept service by email, mail, or facsimile transmission of notices, requests, or 
subpoenas issued by the Commission for documents or testimony at depositions, hearings, 
or trials, or in connection with any related investigation by the Commission staff 
(“Commission Service”); (ii) appoint Lordstown’s counsel as agent to receive Commission 
Service; (iii) with respect to Commission Service, waive the territorial limits upon service 
contained in Rule 45 for the Federal Rules of Civil Procedure and any applicable local 
rules, provided that the party requesting the testimony reimburses Lordstown’s travel, 
lodging, and subsistence expenses at the then-prevailing U.S. Government per diem rates; 
and (iv) consent to personal jurisdiction over Lordstown in any United States District Court 
for purposes of enforcing any Commission Service. 

 14 
In determining whether to accept the Offer, the Commission has considered these 
undertakings. 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Lordstown’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 
Act, Respondent Lordstown cease and desist from committing or causing any violations and any 
future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections13(a), and 
14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 14a-3, and 14a-9 thereunder.  
 
 B. Lordstown shall be liable to pay disgorgement in the amount of $25.5 million, 
which amount shall be deemed fully satisfied upon the occurrence of both of the following: (i) 
entry in the Delaware Bankruptcy of an order confirming the company’s Joint Chapter 11 Plan, 
which provides for Lordstown to fund no less than $3.0 million, and up to $10.0 million, to resolve 
claims asserted or that could have been asserted by the class in the Ohio Securities Class Action, and 
such Plan having gone effective, and (ii) execution of a binding term sheet providing for the 
payment of no less than $15.5 million to resolve claims asserted or that could have been asserted 
by the class in the Delaware Shareholder Class Action.  The Commission agrees that upon 
satisfaction of this disgorgement requirement, the Commission will promptly (and, in any event, no 
later than within 3 business days following satisfaction of such requirement), file a notice in the 
Delaware Bankruptcy withdrawing any proofs of claim filed in the Delaware Bankruptcy.     
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 
Before the 

SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 11274 / February 29, 2024 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 99637 / February 29, 2024 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4490 / February 29, 2024 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-21875 
 
 
In the Matter of 
 

LORDSTOWN MOTORS 
CORP.,  

 
Respondent. 
 
 
 

 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 8A OF THE SECURITIES 
ACT OF 1933 AND SECTION 21C OF 
THE SECURITIES EXCHANGE ACT OF 
1934, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST 
ORDER  

  
 

I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the 
Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 
1934 (“Exchange Act”), against Lordstown Motors Corp. (“Lordstown” or “Respondent”).   

 
II. 

 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting 
Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 
21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist 
Order (“Order”), as set forth below.   



 2 

III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  
 
A. SUMMARY 
 
 These proceedings arise from misrepresentations by Lordstown and its former Chairman 
and CEO, Steve Burns, about the company’s plans to develop the first full-size electric pickup 
truck called the Endurance during and after the process of taking the company public. 
Lordstown, founded by Burns in 2019, became publicly traded in October 2020 through a merger 
with a special purpose acquisition company (“SPAC”) called DiamondPeak Holdings 
Corporation (“DiamondPeak”). During and after the merger, which raised approximately $675 
million from investors, Lordstown and Burns made materially false and misleading statements 
about Lordstown’s business in SEC filings and other public statements. These statements told 
investors that Lordstown would be first-to-market with a viable electric pickup truck targeted for 
the commercial fleet market, and Lordstown already had an established base of customer demand 
evidenced by tens of thousands of “pre-orders” from commercial fleet customers. Knowing that 
this first-mover advantage would be critical to the company’s success, Lordstown and Burns 
misrepresented the true nature of the pre-orders for the truck, whether Lordstown had access to 
the key parts it needed to make the truck, and when the company would be able to deliver the 
truck to customers. 
 

Lordstown also filed financial statements audited by a purportedly independent 
accounting firm when that firm was not in fact independent under the relevant audit standards. 
As a private company, in early 2020, Lordstown engaged Clark Schaefer Hackett & Co., 
(“CSH”) to audit its 2019 financial statements under Generally Accepted Auditing Standards 
(“GAAS”), and to provide non-audit services by assisting management in preparing the financial 
statements and performing bookkeeping services. Later in the year, CSH audited the same 2019 
financials under Public Company Accounting Oversight Board (“PCAOB”) standards. CSH 
violated SEC rules and independence standards by auditing the financial statements while 
providing prohibited bookkeeping services to Lordstown during the same audit and professional 
engagement period. 

 
In connection with the above material misstatements and omissions, and failure to file 

financial statements audited by an independent auditor, Lordstown violated Sections 17(a)(2) and 
17(a)(3) of the Securities Act, Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 
13a-11, and 14a-3 thereunder. 
 
B. RESPONDENT 
 
 Lordstown Motors Corp., is incorporated in Delaware with its principal place of business 

 
1  The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.   
 
 



 3 

in Lordstown, Ohio. Lordstown was an original equipment manufacturer of electric light duty 
vehicles focused on the commercial fleet market. On June 27, 2023, Lordstown filed a voluntary 
petition for relief under Chapter 11 of the U.S. Bankruptcy Code. Lordstown’s Class A common 
stock traded on the Nasdaq Global Stock Market under the symbol “RIDE” from October 26, 2020 
until July 7, 2023, when it began trading on the over-the-counter market under the symbol 
“RIDEQ.” Lordstown’s common stock was registered with the Commission under Section 12(b) 
until October 25, 2023 when the registration reverted to Section 12(g) of the Exchange Act 
pursuant to a Form 25 filed by Nasdaq Global Select Market on July 27, 2023. At all relevant 
times, Lordstown was required to file periodic reports with the Commission pursuant to Section 
13(a) of the Exchange Act.  
 
C. RELEVANT INDIVIDUAL AND ENTITY 
 

Stephen “Steve” Scott Burns, 64, resident of Maineville, Ohio, in April 2019 founded 
Lordstown as a private company, and was a director and its CEO. After Lordstown merged with 
DiamondPeak in October 2020, Burns became Lordstown’s Chairman and CEO until he resigned 
from both positions on June 14, 2021. 

Clark Schaefer Hackett & Co. (“CSH”), an Ohio corporation headquartered in 
Cincinnati, Ohio, is an accounting and advisory firm that provided accounting and audit services to 
Lordstown. CSH is registered with the PCAOB. 
 
D. FACTS 
 

1. Burns founded then-private Lordstown in April 2019 for the purpose of developing 
and manufacturing light duty electric trucks targeted for sale to fleet customers. Since its inception, 
Lordstown had been developing its flagship vehicle, the Endurance, an electric full-size pickup 
truck, for the commercial fleet market. To manufacture the Endurance, in November 2019 
Lordstown acquired from General Motors Company (“GM”) an assembly and manufacturing plant 
in Lordstown, Ohio. 

2. On August 3, 2020, DiamondPeak, a publicly traded SPAC, and Lordstown 
announced that they had entered into a proposed business combination transaction via a merger 
agreement. From August to October 2020, DiamondPeak filed proxy soliciting materials relating to 
the merger, which was approved by DiamondPeak’s shareholders on October 22, 2020. 
DiamondPeak and Lordstown’s merger transaction closed on October 23, 2020, and Lordstown 
emerged as the publicly traded successor to DiamondPeak. In connection with the merger, 
Lordstown received approximately $675 million in proceeds from DiamondPeak’s cash held in 
trust and from a private investment in public equity (“PIPE”) offering to accredited investors. Also 
in connection with the merger, Lordstown assumed publicly traded and private warrants previously 
issued by DiamondPeak in its initial public offering in March 2019, and additional private warrants 
issued for the merger. 

3. On November 12, 2020, Lordstown filed a registration statement and prospectus on 
Form S-1 to register its common stock, its publicly traded and private warrants, and for resale the 
shares issued in the PIPE offering. The Form S-1 was declared effective on December 4, 2020. On 
December 14, 2020, Lordstown issued a redemption notice for the public warrants, and on January 



 4 

27, 2021 Lordstown redeemed all of the public warrants and received approximately $107 million 
from investors who exercised the warrants. On December 28, 2020, Lordstown filed a registration 
statement and prospectus on Form S-8 to register certain of its common stock and stock options 
issued or to be issued to certain of its directors, officers, and employees under incentive 
compensation plans. 

4. Lordstown and Burns told investors that Lordstown’s purpose was to develop and 
manufacture the Endurance, the first electric full-size pickup truck designed for the commercial 
fleet market, which Lordstown defined in SEC filings as “commercial and governmental 
organizations with three or more vehicles.” For this purpose, Lordstown touted in investor 
presentation materials at the time of the merger announcement that it was uniquely positioned to 
obtain a “first mover” advantage by becoming the first to produce and deliver the Endurance to 
commercial fleet markets. Lordstown claimed, among other things, it had secured 27,000 “pre- 
orders” for the Endurance from fleet customers representing $1.4 billion in potential revenue. 
Lordstown also highlighted that its relationship with GM, including Lordstown’s acquisition of its 
near-production-ready plant from GM, and Lordstown’s agreements with GM that provided 
Lordstown access to certain GM parts to develop the Endurance, would enable Lordstown to 
develop the Endurance with only a modest incremental investment compared to other companies. 
Lordstown claimed to investors that these and other factors positioned Lordstown to deliver an 
electric pickup truck in the second half of 2021, sooner than anyone else, and estimated it would 
sell and deliver 2,200 Endurance trucks in 2021, 31,600 trucks in 2022, and 65,000 trucks in 2023, 
generating $5.3 billion in cumulative revenue. 

5. From August 2020 to February 2021, however, Lordstown and Burns made 
numerous materially false or misleading statements about Lordstown’s business, including its “pre- 
orders,” access to critical parts from GM, and the delivery timeline for the Endurance. These 
misrepresentations concealed the truth about the demand for the Endurance, and about Lordstown’s 
ability to be the first company to manufacture and deliver an electric full-size pickup truck to the 
commercial fleet market. 

Misrepresentations About Pre-Orders for the Endurance 
 

6. From August 3, 2020 to February 6, 2021, in SEC filings and other public statements, 
Lordstown and Burns made materially false or misleading statements about Lordstown’s pre-orders 
for the Endurance. 

Background of Lordstown’s Pre-Orders 

7. To estimate the demand for the Endurance, Lordstown’s sales team contacted 
potential customers beginning in early 2020, and requested them to sign a form of a non-binding 
letter of intent and reservation agreement (“LOI”) specifying the quantity of Endurance trucks the 
customer wished to reserve. The LOI by its terms was a one-page, form agreement prepared by 
Lordstown, and did not require payment of any kind by the customer, and the customer was under no 
obligation to purchase the Endurance. 

8. In SEC filings and other public statements, Lordstown described these LOIs as 
“pre-orders” from or primarily from fleet operators, and generally that the pre-orders were not 



 5 

binding and did not require any deposit. Lordstown further qualified that there could be no 
assurance that Lordstown will successfully convert the pre-orders into binding orders or sales. 
During the relevant period, Lordstown and Burns used the terms LOIs, reservations, pre-orders, and 
“pre- sales” interchangeably as having the same meaning. 

9. Pre-orders were an important metric for Lordstown because, as a startup company 
developing a new product, Lordstown had no orders or sales to report to investors. Because 
Lordstown’s business purpose was to develop and manufacture the Endurance for the commercial 
fleet market, pre-orders were also important for potential fleet customers, who Lordstown believed 
may be more comfortable buying a truck from a new manufacturer that their peers are also buying. 
Lordstown believed that increasing numbers of pre-orders from fleets would create further demand 
for the Endurance. After the merger with DiamondPeak, Burns directed Lordstown’s sales team to 
obtain additional pre-orders from customers to increase the total amount because pre-orders were 
“[r]eally important to the investment community and to our prospect[ive] fleet customers.” 

10. Lordstown did not have any policies or procedures to evaluate pre-order 
counterparties. Lordstown’s sales team, comprised mostly of individuals with no sales experience 
in the automotive industry, were not given any instructions or guidance to determine whether a 
customer was a commercial fleet customer. In addition, Lordstown did not have any policies or 
procedures around recording, tracking, or maintaining pre-order data. 

11. After Lordstown announced in August 2020 that it had secured 27,000 pre-orders 
for the Endurance from fleet customers, Lordstown continued to solicit potential fleet customers to 
increase the number of pre-orders to highlight to potential investors and customers. Throughout the 
fall of 2020, Lordstown and Burns made numerous public statements touting increasing numbers of 
pre-orders from fleet customers. On January 11, 2021, Lordstown issued a press release stating it 
had received 100,000 pre-orders from commercial fleets, which Burns described as “unprecedented 
in automotive history.” 

12. On March 12, 2021, however, Hindenburg Research (“Hindenburg”), which had 
taken a short position in Lordstown’s stock, published a report that alleged, among other things, that 
Lordstown’s 100,000 pre-orders were largely fictitious and nonbinding, and from customers that 
generally did not even have fleets of vehicles. Shortly after Hindenburg published its report, 
Lordstown’s Board of Directors formed a Special Committee to investigate Hindenburg’s 
allegations. 

13. On June 14, 2021, the Special Committee issued a public statement addressing 
Hindenburg’s allegations, and stated that certain statements by Lordstown concerning pre-orders 
were “in certain respects, inaccurate.” The Special Committee determined that, while Lordstown 
had stated on several occasions that its pre-orders were from, or “primarily” from commercial 
fleets, in fact many pre-orders were obtained from (i) fleet management companies or other end 
users that indicated interest in purchasing Endurance trucks, similar to commercial fleets, and (ii) 
so-called “influencers” or other potential strategic partners that committed to attempt to secure pre- 
orders from other entities, but did not intend to purchase Endurance trucks directly. The Special 
Committee also stated that one entity that provided a large number of pre-orders did not appear to 
have the resources to complete large purchases of trucks. It also found that other entities provided 
commitments that appeared too vague or infirm to have been appropriately included in the total 



 6 

number of pre-orders disclosed by Lordstown. 

Lordstown’s Pre-Orders Were Not All From or Primarily From Fleet Customers 

14. On September 21, 2020, DiamondPeak filed a preliminary proxy statement to 
solicit votes for its merger with Lordstown. In the proxy statement Lordstown stated it had 
“received pre-orders primarily from fleet operators to purchase over 38,000 Endurance vehicles.” In 
fact, according to the Special Committee’s analysis, pre-orders from intermediaries or influencers, 
and not fleets, comprised over 40% of the 38,000 amount. That amount included pre- orders for 
14,000 trucks from one customer representing around $735 million in potential revenue. This 
customer had no apparent resources to buy such large quantities of the Endurance, and Burns had 
questioned the customer’s financial strength. The 38,000 amount also included another customer 
who had submitted a pre-order for 1,000 trucks in a non-standard LOI stating that it wished to 
broker the trucks, and did not intend to buy the Endurance for its own use. The 38,000 amount 
further included 1,500 pre-orders from a coalition of nonprofit organizations that encouraged or 
facilitated the use of clean energy, but did not intend to or have any ability to buy the Endurance. 

15. On October 26, 2020, the first day of trading for Lordstown’s common stock, Burns 
stated in an interview by The Detroit News that Lordstown had “pre-sold 40,000 of [the Endurance] 
to fleet customers already.” On November 12, 2020, Lordstown filed a Form S-1 stating it 
currently had “pre-orders primarily from fleet operators to purchase over 44,000 vehicles[.]” 
According to the Special Committee’s analysis, 48% of the 40,000 amount was from intermediaries 
or influencers. 

16. On November 16, 2020, Lordstown issued a press release stating it had “received 
approximately 50,000 non-binding production reservations from commercial fleets….” On the 
same date, Burns stated in a capital markets-oriented forum that Lordstown had “50,000 pre-sales 
already, all from fleets.” On November 17, 2020, Burns stated in an interview by CNBC that 
Lordstown had received “50,000 preorders,” sold to “fleets,” and described the pre-orders as “very 
serious orders.” Lordstown’s Form S-1/A filed on December 1, 2020 stated it had “received pre- 
orders primarily from fleet operators to purchase approximately 50,000 Endurance vehicles.” 
According to the Special Committee’s analysis, however, 50% of the 50,000 amount was from 
intermediaries or influencers.  On December 2, 2020, Burns stated in an investor conference, “[w]e 
have 50,000 pre-orders already, well in advance of what we thought we would have[,] … almost 
$3 billion in pre-orders already.”  

17. On December 21, 2020, Lordstown posted on social media and filed a Form 8-K 
stating it had received “80,000 non-binding reservations for the Endurance to date.” Although the 
statements did not specify whether the pre-orders were from or primarily from fleets, they implied 
that the pre-orders were from or primarily from fleets, consistent with prior statements. The 80,000 
amount also included a pre-order for 5,000 trucks (representing $263 million in potential revenue) 
by a customer who later canceled the pre-order due to a misunderstanding, but Lordstown’s sales 
team continued to count it towards the total amount. According to the Special Committee’s analysis, 
67% of the 80,000 amount at this time was from intermediaries or influencers. 

18. On January 11, 2021, Lordstown issued a press release stating that Lordstown “has 
received more than 100,000 non-binding production reservations from commercial fleets….” The 



 7 

press release quoted Burns as saying, “[r]eceiving 100,000 pre-orders from commercial fleets for a 
truck like the Endurance is unprecedented in automotive history….” According to the Special 
Committee’s analysis, however, by that time 71% of the 100,000 amount was from intermediaries 
or influencers. The 100,000 amount also included a verbal indication of interest from a customer 
who would agree to an “influencer” memorandum of understanding, which was not executed at the 
time. This memorandum of understanding was not a pre-order agreement or an LOI to buy 
Lordstown’s Endurance, but rather an understanding “to assist Lordstown in generating leads to 
support the sale of up to 15,000 Endurance trucks by December 31, 2023.” This customer 
expressly informed Lordstown that it did not have a fleet and did not intend to buy any trucks. In 
interviews with a research analyst and on media outlets in January and February 2021, Burns 
nevertheless stated that the 100,000 pre- orders were submitted by “fleets,” and described the pre-
orders as “sticky.” 

19. Lordstown and Burns’ statements about the increasing numbers of pre-orders from 
27,000 to 100,000 were false or misleading. First, the pre-orders were not all from or primarily 
from fleet customers, a market Lordstown had described in SEC filings as “commercial or 
governmental organizations with three or more trucks.” As the Special Committee found, 40% to 
71% of the pre-orders during this period were from intermediaries or influencers who indicated they 
would encourage, facilitate, or influence the purchase of the Endurance and did not intend to buy it 
for their own use. Second, Burns’ statements that the pre-orders were “very serious orders” or “very 
sticky” were misleading because the pre-orders were non-binding and customers were not obligated 
to purchase any trucks. Third, the pre-orders included large quantities from customers who had no 
apparent ability to buy such quantities of the truck. As a result, Lordstown and Burns, who knew or 
should have known that certain pre-orders were not from or primarily from fleets, misrepresented 
the true nature of the demand for the Endurance, which was substantially less than what they had 
described to investors. 

Misrepresentations About Access to GM Parts 
 

20. From August 2020 to January 2021, Lordstown and Burns made false and 
misleading statements about Lordstown’s access to certain critical parts from GM to develop the 
Endurance. 

21. In DiamondPeak’s proxy statements for the merger filed beginning in August 2020, 
Lordstown claimed it had entered into an agreement with GM in April 2020 purportedly providing 
Lordstown with “access to certain non-customer-facing GM parts, including airbags, steering 
columns, and steering wheels,” that will offer significant benefits to Lordstown’s supply chain. 
Partly because of this access to GM parts, Lordstown claimed it expected “to substantially 
complete sourcing [parts] for the Endurance by the end of 2020.” In the proxy statements 
Lordstown also estimated approximately $120 million of capital expenditures for retooling its plant 
and other investments to complete the Endurance and its supply chain. 

22. Under the agreement with GM, Lordstown’s management expected to get access to 
over 200 GM parts, including approximately 100 critical non-customer-facing parts necessary to 
develop the Endurance, beyond the three parts mentioned in the SEC filings. These parts were 
necessary for building the Endurance prototypes and testing them for compliance with federal 
motor vehicle safety standards (“FMVSS”) established by the National Highway Transportation 



 8 

Safety Administration before any Endurance could be sold and delivered to customers. 

23. But soon after the announcement of the merger in August 2020, Lordstown’s 
management realized they did not have access to the vast majority of the critical non-customer- 
facing GM parts. These parts could not be purchased directly from GM because GM did not make 
them; the parts were made by GM’s suppliers under GM’s authorization, which was a complex, 
time-consuming process with no certainty as to whether GM would ultimately authorize 
Lordstown to use the parts. For each part requested by Lordstown, Lordstown had to obtain 
authorization from GM to determine whether the part could be used by Lordstown. If GM 
authorized Lordstown’s use of the part, GM had to authorize the part’s supplier to conduct a 
feasibility analysis to determine whether the supplier could produce the quantities of the part 
requested by Lordstown. If so, then Lordstown and the supplier had to develop a product 
agreement for the part for GM’s approval. After that, the supplier could then produce the part, 
which could take months to do. 

24. By October 2020, Lordstown still had no access to the vast majority of the 
requested GM parts. A Lordstown officer alerted Burns, “so far we have GM Tooling 
authorization letters for just 4 of ~90 parts completed…. The Endurance program timing is now in 
jeopardy for the key parts that need [GM] approval.” Also in October, another Lordstown officer 
complained to a GM officer, “we represented to the market that [Lordstown] and GM had a parts 
deal…. We are not getting the necessary support from [GM] …. This delay is going to have a 
serious impact if it is not addressed immediately.” 

25. By the end of December 2020, Lordstown’s lack of access to the GM parts 
remained unchanged, and Lordstown’s plan to produce and deliver the Endurance by the second 
half of 2021 was in serious jeopardy. Lordstown had no visibility into if or when it might obtain 
access to the GM parts needed to produce and certify the Endurance with FMVSS before selling 
and delivering it to customers. In fact, GM informed Lordstown and Burns in December 2020 that 
Lordstown’s requests for GM parts would constrain GM’s own supply chain, and advised 
Lordstown to find a backup solution for the vast majority of the requested parts in case GM 
ultimately rejected Lordstown’s request. 

26. Nevertheless, Lordstown continued to state falsely in SEC filings in fourth-quarter 
2020 that Lordstown had access to the GM parts. Lordstown’s Forms S-1 and S-1/A filed in 
November and December 2020 and signed by Burns stated, like the August 2020 DiamondPeak 
proxy statement, that Lordstown had access to the GM parts, and management expected to 
substantially complete sourcing parts for the Endurance in the second half of 2020, when in fact 
Lordstown did not have such access, and was nowhere close to sourcing the parts. 

27. Further, in the November 17, 2020 CNBC interview, Burns misleadingly stated 
GM “has opened up their parts bin” to Lordstown, implying that Lordstown was free to buy or take 
whatever parts it wanted from GM. On December 2, 2020, in an investor conference Burns again 
claimed GM “opened up its parts bin to us. The parts bin is very very valuable to us….” And on 
January 11, 2021, in an interview by a research analyst, Burns stated GM “opened up their parts 
bin, right? So we’re using GM parts in here and some critical parts, mostly around the safety stuff, 
so we can get through the crash testing.” 



 9 

28. These statements by Lordstown and Burns were false and misleading because 
Lordstown did not have access to the GM parts as stated in SEC filings, and GM had not “opened 
up its parts bin” in any sense. In fact, GM specifically informed Lordstown that its requests for 
GM parts would constrain GM’s own supply chain, and that Lordstown should find backup plans 
for the vast majority of its requested parts. As a result, Lordstown had to source from other 
suppliers the necessary parts it could not access from GM, thereby increasing Lordstown’s capital 
expenditure by at least an additional $150 million, on top of the $120 million estimate at the time 
of the merger announcement in August 2020. 

Misrepresentations About the Delivery Timeline for the Endurance 
 

29. In October and November 2020, Lordstown and Burns made materially false and 
misleading statements about Lordstown’s ability to deliver the Endurance to the commercial fleet 
market. 

30. To obtain the “first mover” advantage by bringing an electric full-size pickup truck 
to the market before anyone else, at the time of the merger announcement in August 2020 
Lordstown and Burns stated Lordstown planned to deliver the Endurance by the second half of 
2021. At that time, Lordstown’s production and engineering teams had, with Burns’ approval, 
internally targeted the production of the Endurance in September or October of 2021. Production 
referred to the process of starting to build a vehicle that can be sold and delivered to a customer 
after it is certified to comply with regulatory requirements, including FMVSS. Because 
Lordstown’s production and engineering teams expected the testing required to certify the 
Endurance with FMVSS to take at least several months to complete after production had started, it 
was not possible for Lordstown to sell or deliver to a customer an Endurance at the same time 
Lordstown started production without certifying that the vehicle complied with FMVSS. 

31. But shortly after the August 2020 merger announcement, Lordstown was already 
experiencing delays with its suppliers, including its lack of access to GM’s parts described above, 
that jeopardized the production and delivery timelines for the Endurance. By October 2020, 
Lordstown’s supply chain and other issues had delayed the production timeline for the Endurance 
to November 2021 at the earliest, and its delivery schedule to months later, likely into 2022. 
Lordstown’s production and engineering teams, who regularly updated Burns on the production 
and delivery timelines, informed Burns of these delays, and he was “in line” with them. 

32. Despite these worsening delays to the Endurance’s production and delivery 
timelines, Lordstown and Burns made false and misleading public statements that Lordstown 
would deliver (not just start production for) the Endurance to customers by September 2021. 

33. On October 26, 2020, just after Lordstown’s merger with DiamondPeak had closed, 
and on the first day of trading for Lordstown’s common stock, Burns stated to The Detroit News, 
“[n]ext September [2021] deliveries start. We’ve pre-sold 40,000 of them to fleet customers 
already, … but September it starts.” 

34. On October 27, 2020, in an interview with Fox Business, in response to a question 
of when someone can actually buy an Endurance, Burns stated, “[y]ou can buy one now but you 
can take delivery in September [2021].” 



 10 

35. On November 16, 2020, just before a series of public media appearances by Burns 
and before Lordstown was scheduled to issue its first SEC filing as a public company, Burns 
directed Lordstown to issue a press release claiming, “Lordstown Motors has received 
approximately 50,000 non-binding production reservations [for the Endurance] from commercial 
fleets …. [D]eliveries … are expected to begin in September 2021, with full production ramping 
up throughout 2022.” Burns knew that Lordstown could not deliver the Endurance in September 
2021, even if production could start in September 2021. He nevertheless directed the press release 
to state “September 2021” for the expected delivery date because he “did not want [Lordstown’s] 
internal [production and engineering] team to think they have extra time.” 

36. These statements were materially false and misleading at the time they were made 
because Lordstown could not, and had no plans to, sell and deliver the Endurance to a customer by 
September 2021 without certifying that the Endurance complied with regulatory requirements. 

Failure to File Financial Statements Audited by Independent Public Accountant 
 

37. In January 2020, Lordstown, then a private company, engaged CSH to audit 
Lordstown’s 2019 financial statements under GAAS applicable to private companies, and to provide 
financial statement preparation services. Lordstown’s then-CFO also asked CSH to calculate 
Lordstown’s stock compensation expense and prepare notes to the financial statements. 

38. At the conclusion of the audit, in May 2020, CSH issued an audit report containing an 
opinion under GAAS for Lordstown’s 2019 financial statements. 

39. In July 2020, in anticipation of Lordstown’s merger transaction with DiamondPeak, 
CSH and Lordstown entered into a new engagement letter to audit Lordstown’s 2019 financial 
statements under PCAOB standards applicable to audits of public companies. During the course of 
that audit, Lordstown identified and corrected errors in the financial statements, including a 
$271,103 understatement of stock compensation expense that was previously both prepared and 
audited by CSH during its previous GAAS audit. 

40. On August 24, 2020, CSH issued an audit report under PCAOB standards containing 
an opinion on Lordstown’s revised 2019 financial statements. DiamondPeak’s August 24, 2020 
proxy statement, filed with the Commission, included this audit opinion. 

41. From 2020 through 2023, CSH’s August 24, 2020 audit opinion on Lordstown’s 
2019 financial statements was filed in Lordstown’s registration statements, and periodic filings 
incorporated by reference therein, filed with the Commission. 

42. The facts and circumstances in which an auditor will—and will not—be deemed 
independent are set forth in Rule 2-01 of Regulation S-X. Rule 2-01(c) provides a non-exclusive list 
of specific relationships that render an accountant not independent. Rule 2-01(c)(4) states that an 
auditor will not be considered independent if it provides certain bookkeeping services for its audit 
client or if it prepares financial statements “that are filed with the Commission or that form the basis 
of financial statements filed with the Commission.” Further, PCAOB Rule 3520, Auditor 
Independence, requires that an auditor be independent of its client throughout the audit and 
professional engagement period, and an auditor to comply with independence criteria established by 



 11 

the rules and regulations of the Commission. When CSH performed the audit of Legacy 
Lordstown’s 2019 financial statements under PCAOB standards, CSH audited its own work and 
consequently lacked independence. CSH’s audit report contained an unqualified opinion in which 
it represented that it had conducted an audit in accordance with PCAOB standards.  By violating 
PCAOB independence standards, that representation was inaccurate. 

Subsequent Developments 
 

43. During the relevant period, Lordstown offered and sold securities, including the 
offer and sale of common stock, the issuance of warrants to purchase common stock, the offer of 
shares to employees in employee benefit plans, and the award of stock and stock options to 
employees as incentive compensation. Lordstown received money and property from the offer and 
sale of securities throughout the relevant period. 

44. Following the company’s response to the Hindenburg report, Burns resigned as 
Lordstown’s Chairman and CEO. The company failed to develop and sell a material number of the 
Endurance, and in June 2023, the company, and certain affiliates, each filed a voluntary petition 
for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the 
District of Delaware, Case No. 23-10831 (MFW) (Bankr. D. Del.) (jointly administered) (the 
“Delaware Bankruptcy”). 

45. Lordstown and DiamondPeak, as well as Burns and other defendants, were 
subsequently named as defendants in a series of private class action and stockholder derivative 
lawsuits, alleging similar misconduct to the findings described above. At the time of its bankruptcy 
filing, Lordstown, Burns and other individuals were defendants in a consolidated securities fraud 
class action that was pending in the U.S. District Court for the Northern District of Ohio, captioned 
In re Lordstown Motors Corp. Sec. Litig. No. 4:21-cv-616-DAR (N.D. Ohio) (the “Ohio Securities 
Class Action”). In addition, a separate consolidated stockholder class action was filed prior to the 
bankruptcy in the Delaware Court of Chancery against DiamondPeak Sponsor LLC (an entity that 
was involved in the merger with Lordstown) and certain individuals, in a case captioned In re 
Lordstown Motors Corp. Stockholders Litig., C.A. No. 2021-1066-LWW (Del. Ch.) (“Delaware 
Shareholder Class Action”). Derivative lawsuits were also filed in federal courts in Ohio and 
Delaware, and in the Delaware Court of Chancery. 

Violations 
 

46. As a result of the conduct described above, Lordstown violated Section 17(a)(2) of 
the Securities Act which proscribes, in the offer or sale of a security, obtaining “money or property 
by means of any untrue statement of a material fact or any omission to state a material fact 
necessary in order to make the statements made, in light of the circumstances under which they 
were made, not misleading.” In addition, Lordstown also violated Section 17(a)(3) of the Securities 
Act which proscribes, in the offer or sale of a security, engaging “in any transaction, practice, or 
course of business which operates or would operate as a fraud or deceit upon the purchaser.” A 
violation of these provisions does not require scienter and may rest on a finding of negligence. See 
Aaron v. SEC, 446 U.S. 680, 685 & 701-02 (1980). 

47. As a result of the conduct described above, Lordstown violated Section 13(a) of the 



 12 

Exchange Act and Rule 13a-1 thereunder which require issuers with securities registered under 
Section 12 of the Exchange Act to file annual reports with the Commission. Annual Reports on 
Form 10-K must include financial statements meeting the requirements of Regulation S-X. The 
General Instructions as to Financial Statements in Regulation S-X state that financial statements 
shall be audited, unless otherwise indicated. The obligation to file such reports embodies the 
requirement that they be true and complete. See, e.g., SEC v. Savoy Indus., Inc., 587 F.2d 1149, 
1165 (D.C. Cir. 1978), cert. denied, 440 U.S. 913 (1979). 

48. As a result of the conduct described above, Lordstown violated Section 13(a) of the 
Exchange Act, which requires issuers to file such periodic and other reports as the Commission may 
prescribe and in conformity with such rules as the Commission may promulgate. Exchange Act 
Rule 13a-11 requires issuers with securities registered under Section 12 of the Exchange Act to file 
current reports. The obligation to file such reports embodies the requirement that they be true and 
correct. See, e.g., Savoy Indus., 587 F.2d at 1165. In addition to the information expressly required 
to be included in such reports, Rule 12b-20 of the Exchange Act requires issuers to add such further 
material information, if any, as may be necessary to make the required statements, in the light of the 
circumstances under which they are made, not misleading. A violation of these reporting 
provisions does not require scienter. See SEC v. Wills, 472 F. Supp. 1250, 1268 (D.D.C. 1978). 

49. As a result of the conduct described above, Lordstown violated Section 14(a) of the 
Exchange Act and Rules 14a-3 and 14a-9 thereunder, which set forth the information to be provided 
by issuers of securities registered pursuant to Section 12 of the Exchange Act in proxy solicitations, 
and make it unlawful for any person to solicit any proxy in respect of any security by means of a 
proxy statement or other communication containing a materially false or misleading statement, 
respectively. Item 13 of Exchange Act Rule 14a-101 requires that financial statements meeting the 
requirements of Regulation S-X be furnished with Schedule 14. Proxy material disclosure is 
required to be accurate and complete. Lichtenberg v. Besicorp, 43 F. Supp. 2d 376, 393 (S.D.N.Y. 
1999). 

Disgorgement 
 

50. The disgorgement ordered in Section IV.B. below is consistent with equitable 
principles and does not exceed Lordstown’s net profits from its violations. 

 
Lordstown’s Remedial Efforts and Cooperation 

 
51. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Respondent and cooperation afforded the Commission staff. 

Undertakings 
 

52. Lordstown (including its post-bankruptcy successor or representative, officers, 
directors, and employees, and third-party consultants within Lordstown’s control) shall continue to 
cooperate fully with the Commission with respect to this action and to any related judicial 
proceeding, administrative proceeding, or investigation commenced by the Commission or to 
which the Commission is a party, subject to compliance with applicable law. Lordstown agrees 
that such cooperation shall include, but is not limited to: 



 13 

a. Production of Information: at the Commission’s request, upon reasonable 
notice, and without subpoena, Lordstown shall truthfully and completely disclose all 
information in its possession reasonably requested by the Commission staff in connection 
with this action or any related investigation, litigation, or other proceeding commenced by 
the Commission or to which the Commission is a party. 

b. Production of Documents: at the Commission’s request, upon reasonable 
notice, and without subpoena, Lordstown shall provide any document, record or other 
tangible evidence in its possession reasonably requested by the Commission staff in 
connection with this action or any related investigation, litigation, or other proceeding 
commenced by the Commission or to which the Commission is a party. Further, 
Lordstown shall produce to the Commission any documents produced to any party in the 
litigation identified above in paragraph 45. 

c. Production of Cooperative Personnel: at the Commission’s request, upon 
reasonable notice, and without subpoena, Lordstown shall secure the attendance and 
truthful statements, deposition, or testimony of any Lordstown officer, director, or 
employee or third-party consultant within Lordstown’s control, excluding any person who 
is a party to any related litigated judicial or administrative proceeding, at any meeting, 
interview, testimony, deposition, trial, or other legal proceeding commenced by the 
Commission or to which the Commission is a party. At the Commission’s request, 
Lordstown shall also use its best efforts to secure the attendance and truthful statements, 
deposition, or testimony of any former Lordstown officer, director, or employee, excluding 
any person who is a party to any related litigated judicial or administrative proceeding, at any 
meeting, interview, testimony, deposition, trial, or other legal proceeding commenced by 
the Commission or to which the Commission is a party. 

The foregoing obligations are subject to Lordstown’s reservation of rights: (i) to 
claim that documents or information requested is subject to attorney-client privilege, or 
attorney work-product protection; and (ii) to seek entry of a confidentiality order as to: 
sensitive business documents or information; sensitive personnel documents or 
information; or confidential information pertaining to parties other than Lordstown; and 

d. Service and Personal Jurisdiction Consents: Lordstown further agrees that, 
with respect to this action and any related judicial proceeding, administrative proceeding, or 
investigation commenced by the Commission or to which the Commission is a party, it 
will: (i) accept service by email, mail, or facsimile transmission of notices, requests, or 
subpoenas issued by the Commission for documents or testimony at depositions, hearings, 
or trials, or in connection with any related investigation by the Commission staff 
(“Commission Service”); (ii) appoint Lordstown’s counsel as agent to receive Commission 
Service; (iii) with respect to Commission Service, waive the territorial limits upon service 
contained in Rule 45 for the Federal Rules of Civil Procedure and any applicable local 
rules, provided that the party requesting the testimony reimburses Lordstown’s travel, 
lodging, and subsistence expenses at the then-prevailing U.S. Government per diem rates; 
and (iv) consent to personal jurisdiction over Lordstown in any United States District Court 
for purposes of enforcing any Commission Service. 



 14 

In determining whether to accept the Offer, the Commission has considered these 
undertakings. 

IV. 
 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Lordstown’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange 
Act, Respondent Lordstown cease and desist from committing or causing any violations and any 
future violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act and Sections13(a), and 
14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 14a-3, and 14a-9 thereunder.  
 
 B. Lordstown shall be liable to pay disgorgement in the amount of $25.5 million, 
which amount shall be deemed fully satisfied upon the occurrence of both of the following: (i) 
entry in the Delaware Bankruptcy of an order confirming the company’s Joint Chapter 11 Plan, 
which provides for Lordstown to fund no less than $3.0 million, and up to $10.0 million, to resolve 
claims asserted or that could have been asserted by the class in the Ohio Securities Class Action, and 
such Plan having gone effective, and (ii) execution of a binding term sheet providing for the 
payment of no less than $15.5 million to resolve claims asserted or that could have been asserted 
by the class in the Delaware Shareholder Class Action.  The Commission agrees that upon 
satisfaction of this disgorgement requirement, the Commission will promptly (and, in any event, no 
later than within 3 business days following satisfaction of such requirement), file a notice in the 
Delaware Bankruptcy withdrawing any proofs of claim filed in the Delaware Bankruptcy.     
 
 By the Commission. 
 
 
 

Vanessa A. Countryman 
Secretary 

 


	UNITED STATES OF AMERICA
	In the Matter of
	LORDSTOWN MOTORS CORP., 
	Respondent.
	B. RESPONDENT
	C. RELEVANT INDIVIDUAL AND ENTITY
	D. FACTS
	IV.