SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

EVO Transportation & Energy Services, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

26928L 107

(CUSIP Number)

Lance Kravitz

Antara Capital LP

55 Hudson Yards, 47th Floor, Suite C

New York, New York 10001

(646) 762 8591

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2022

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26928L 107 SCHEDULE 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)   Antara Capital LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

Number of shares  beneficially  owned by each reporting person with	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   24,483,830*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   24,483,830*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,483,830*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   63.5%†
14	TYPE OF REPORTING PERSON   PN, IA

* Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”).

† Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account.

CUSIP No. 26928L 107

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)   Antara Capital GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

Number of shares  beneficially  owned by each reporting person with	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   24,483,830*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   24,483,830*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,483,830*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   63.5%†
14	TYPE OF REPORTING PERSON   OO, HC

* Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”).

† Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account.

CUSIP No. 26928L 107

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)   Himanshu Gulati
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   New York

Number of shares  beneficially  owned by each reporting person with	7	SOLE VOTING POWER
	8	SHARED VOTING POWER   24,483,830*
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   24,483,830*

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   24,483,830*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   63.5%†
14	TYPE OF REPORTING PERSON   IN, HC

* Includes (i) 23,884,221 shares of Common Stock (as defined below) issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (ii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by that certain managed account for which Antara Capital LP serves as investment manager (the “Managed Account”).

† Based on (i) 15,213,145 shares of Common Stock outstanding as of January 21, 2022, as determined in reliance on disclosure to that effect made by the Issuer in its Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on February 1, 2022 plus (ii) 23,884,221 shares of Common Stock issuable upon the exercise of the Warrants owned directly by Antara Capital Master Fund LP, plus (iii) 599,609 shares of Common Stock issuable upon the exercise of the Warrants owned directly by the Managed Account.

AMENDMENT NO. 9 TO SCHEDULE 13D

This Amendment No. 9 (this “Amendment No. 9”) amends the Schedule 13D originally filed on September 27, 2019 (the “Original Schedule 13D”, as amended by Amendment No. 1 filed on October 18, 2019 (“Amendment No. 1”), Amendment No. 2 filed on March 2, 2020 (“Amendment No. 2”), Amendment No. 3 filed on March 24, 2020 (“Amendment No. 3”), Amendment No. 4 filed on January 25, 2021 (“Amendment No. 4”), Amendment No. 5 filed on February 9, 2022 (“Amendment No. 5”), Amendment No. 6 filed on February 9, 2022 (“Amendment No. 6”), Amendment No. 7 filed on March 16, 2022 (“Amendment No. 7”), Amendment No. 8 filed on June 1, 2022 (“Amendment No. 8”) and, together with this Amendment No. 9, this “Schedule 13D”). This Amendment No. 9 relates to the common stock, par value $0.0001 (“Common Stock”) of EVO Transportation & Energy Services, Inc. (“EVO” or the “Issuer”). The address of the principal executive office of EVO is 8285 West Lake Pleasant Parkway, Peoria, Arizona 85382.

Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 9 shall have the meanings ascribed to them in the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons are filing this Amendment No. 9 to report that on June 30, 2022, EVO Transportation & Energy Services, Inc. (“EVO”), certain specified subsidiaries of the Issuer (the “Guarantors” and, together with EVO, the “Loan Parties”), Antara Master Fund (the “Lender”) and certain current and former executives of EVO, or funds affiliated with such executives, entered into a Second Extension Agreement (the “Second Extension Agreement”) pursuant to which, among other things, the stated maturity date of a loan in an initial principal amount of $9 million from Lender to EVO, borrowed pursuant a Senior Secured Loan and Executive Loan Agreement dated March 11, 2022, as amended by an Extension Agreement dated May 31, 2022, was extended from June 30, 2022 to July 8, 2022.

The foregoing summary description of the material terms of the Second Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Extension Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 7. Material To Be Filed as Exhibit

99.1 Second Extension Agreement dated June 30, 2022 between EVO, certain specified subsidiaries of the Issuer acting as Guarantors, Antara Master Fund and certain current and former executives of the Issuer, or funds affiliated with such executives.*

99.2 Extension Agreement dated May 31, 2022 between EVO, certain specified subsidiaries of the Issuer acting as Guarantors, Antara Master Fund and certain current and former executives of the Issuer, or funds affiliated with such executives.**

99.3 Senior Secured Loan and Executive Loan Agreement dated March 11, 2022 between the Issuer, certain specified subsidiaries of the Issuer acting as Guarantors, Antara Master Fund and certain current and former executives of the Issuer, or funds affiliated with such executives (including the form of the Certificate of Designation adopted by the Board of Directors of EVO and filed with the Secretary of State of Delaware on March 11, 2022).***

*	Filed herewith.
**	Filed as Exhibit 99.1 to Amendment No. 8.
***	Filed as Exhibit 99.1 to Amendment No. 7.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 1, 2022

ANTARA CAPITAL LP
By:	Antara Capital GP LLC, its general partner
By:	/s/ Himanshu Gulati
Name:	Himanshu Gulati
Title:	Managing Member
ANTARA CAPITAL GP LLC
By:	/s/ Himanshu Gulati
Name:	Himanshu Gulati
Title:	Managing Member
By:	/s/ Himanshu Gulati
Name:	Himanshu Gulati
Title:	Managing Member

EX-99.1

Exhibit 99.1

Execution Version

SECOND LOAN EXTENSION AGREEMENT

This SECOND LOAN EXTENSION AGREEMENT (this “Agreement”) is made as of June 30, 2022, by and among (i) EVO TRANSPORTATION & ENERGY SERVICES, INC., a Delaware corporation having its principal office at 2075 West Pinnacle Peak Rd., Suite 130, Phoenix AZ 85027 (“Borrower”), and each subsidiary of Borrower listed on the signature pages hereto or that after the date hereof delivers such a signature page (each a “Guarantor”, collectively, the “Guarantors” and, together with Borrower, the “Loan Parties” and each a “Loan Party”), (ii) ANTARA CAPITAL MASTER FUND LP and/or one or more managed funds or accounts (the “Lender”), and (iii) each lender listed on Schedule I of the Loan Agreement (as defined below) (each, an “Executive Lender” and together, the “Executive Lenders”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Loan Agreement or, to the extent not defined in this Agreement or the Loan Agreement, in the Certificate of Designations of Series C Non-Participating Preferred Stock of the Corporation, duly adopted by the Board of Directors of the Borrower on March 11, 2022.

W I T N E S S E T H:

WHEREAS, the Loan Parties are indebted to the Lender and the Executive Lenders pursuant to that certain Senior Secured Loan and Executive Loan Agreement dated as of March 11, 2022 (the “Original Loan Agreement”), as amended by the Loan Extension Agreement dated May 31, 2022 (the “Loan Extension Agreement” and the Original Loan Agreement as amended by the Loan Extension Agreement, the “Loan Agreement”).

WHEREAS, the Loan Parties and the Lender wish to extend the “Maturity Date” (as defined in the Loan Agreement) of the Loan from June 30, 2022 to July 8, 2022 upon satisfaction of the terms and conditions set forth in this Agreement.

WHEREAS, the Loan Parties and the Executive Lenders wish to extend the “Executive Loan Maturity Date” (as defined in the Loan Agreement) of the Executive Loans from July 7, 2022 to July 15, 2022 upon satisfaction of the terms and conditions set forth in this Agreement.

WHEREAS, the parties to this Agreement (the “Parties”) desire to memorialize the aforementioned extensions as hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties hereby agree as follows:

1. Extension of the Loan Maturity Date. Effective upon the date of this Agreement, the Loan Agreement is amended to extend the “Maturity Date” from (i) the earlier of (a) demand by the Lender on any day prior to the Collateral Pledge Effective Date and (b) June 30, 2022 to (ii) the earlier of (a) demand by the Lender on any day prior to the Collateral Pledge Effective Date and (b) July 8, 2022.

2. Extension of each Executive Loan Maturity Date. Effective upon the date of this Agreement, the Loan Agreement is amended to extend each “Executive Loan Maturity Date” from July 7, 2022 to July 15, 2022.

3. Representations. The Loan Parties hereby represent and warrant to Lender and each Executive Lender as of the date hereof that each of the representations and warranties made by any Loan Party in the Loan Agreement have been and remain true and correct in all material respects as if remade on the date hereof, subject to changes to such representations and warranties set forth on Exhibit A attached hereto (the “Representation Updates”). None of the Representation Updates are the result of any breach of a covenant of any Loan Party under the Loan Agreement, nor do they result from or in any Event of Default. Neither the execution, delivery or performance of this Agreement nor any other agreement contemplated hereby will (a) violate any applicable law in any material respect, (b) violate the organizational documents of any Loan Party, or (c) breach, violate or result in a default, or give rise to a termination, cancellation, acceleration or other right or remedy, under any material agreement, instrument or other contractual obligation of any Loan Party.

4. Additional Covenants.

a. The Loan Parties shall use their best efforts to execute and deliver, and/or cause to be executed and delivered, a “Loan Pledge Security Agreement” substantially in the form attached as Exhibit A to the Loan Extension Agreement and a “Bridge Loan Subordination Agreement” substantially in the form attached as Exhibit B to the Loan Extension Agreement, in each case with Lender acting as “Collateral Agent”, on or before July 8, 2022.

5. Full Force and Effect. Except as specifically set forth herein, all of the terms and conditions of the Loan Agreement are unmodified and remain in full force and effect.

6. No Novation. The Parties do not intend the terms of this Agreement to be construed as a novation of any of the obligations owing by the Loan Parties under or in connection with the Loan or the Executive Loans.

7. Ratification and Affirmation of Guaranties and Indemnities. By the execution hereof, each Guarantor hereby acknowledges and agrees and consents to the terms of this Agreement and that, except as expressly provided in Section 1 and Section 2 of this Agreement, nothing contained herein shall modify, affect or otherwise diminish the obligations of Guarantor under the Loan Agreement applicable to such Guarantor, and each Guarantor hereby certifies, reaffirms and ratifies its obligations under the Loan Agreement.

8. Release of Lender Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW FROM TIME TO TIME IN EFFECT, EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (AND AFTER IT HAS CONSULTED WITH ITS OWN COUNSEL) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT NO CLAIM MAY BE MADE BY SUCH LOAN PARTY AGAINST THE LENDER OR ANY OF THE LENDER’S DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, AGENTS OR INSURERS, OR ANY OF ITS OR THEIR SUCCESSORS AND ASSIGNS, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN

RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED BY LAW) ARISING OUT OF, OR RELATED TO, THE TRANSACTIONS CONTEMPLATED BY ANY OF THIS AGREEMENT OR THE LOAN AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH. IN FURTHERANCE OF THE FOREGOING, EACH LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

9. Counterparts. This Agreement may be executed in any number of counterparts (which may be electronic, including PDF) and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.

10. Governing Law. This Agreement shall be governed in accordance with the terms and provisions of Section 25 and Section 26 of the Original Loan Agreement, except, for purposes of this Agreement, references to “Loan Agreement” shall be deemed to refer to the Original Loan Agreement as modified by the Loan Extension Agreement and as further modified by this Agreement.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, each Loan Party has caused this Agreement to be duly executed as of the date set forth above.

EVO TRANSPORTATION & ENERGY SERVICES, INC., as Borrower
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
W.E. GRAHAM, INC., as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
EVO LOGISTICS, LLC, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
TITAN CNG LLC, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
THUNDER RIDGE TRANSPORT, INC., as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer

Signature Page to Loan Extension Agreement

SHEEHY MAIL CONTRACTORS, INC., as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
URSA MAJOR CORPORATION, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
J.B. LEASE CORPORATION, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
EVO EQUIPMENT LEASING, LLC, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
COURTLANDT AND BROWN ENTERPRISES L.L.C., as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer
FINKLE TRANSPORT, INC., as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer

Signature Page to Loan Extension Agreement

EVO SERVICES GROUP, LLC, as a Guarantor
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
Title:	Chief Executive Officer

Signature Page to Loan Extension Agreement

AGREED TO AND ACCEPTED:
ANTARA CAPITAL MASTER FUND LP (as Lender)
By: Antara Capital Fund GP LLC, its General Partner
By:	/s/ Himanshu Gulati
Name:	Himanshu Gulati
Title:	Managing Partner
Executive Lenders
AGREED TO AND ACCEPTED:
By:	/s/ Thomas J. Abood
Name:	Thomas J. Abood
AGREED TO AND ACCEPTED:
By:	/s/ Damon R. Cuzick
Name:	Damon R. Cuzick
AGREED TO AND ACCEPTED:
BRIDGEWEST GROWTH FUND LLC
By:	/s/ Billy (Trey) Peck Jr.
Name:	Billy (Trey) Peck Jr.
Title:	Managing Member
AGREED TO AND ACCEPTED:
BATUTA CAPITAL ADVISORS LLC
By:	/s/ Alexandre Zyngier
Name:	Alexandre Zyngier
Title:	Managing Director

Signature Page to Loan Extension Agreement