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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Polar Power, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Chris Mayer, c/o CL Investment 249 E. Gardena Boulevard, Gardena, CA, 90248 (310) 830-9153 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Chris Mayer | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
478,281.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CL Investment Group 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
478,281.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Polar Power, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
249 E. GARDENA BOULEVARD, GARDENA,
CALIFORNIA
, 90248. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by (i) Chris Mayer and (ii) CL Investment Group LLC, a Delaware limited liability company ("CL Investment" and, together with Mr. Mayer, the "Reporting Persons"). |
| (b) | The business address of each Reporting Person is 249 E. Gardena Boulevard, Gardena, California 90248. |
| (c) | Mr. Mayer is the Co-Chief Executive Officer of the Issuer, the President and Chief Executive Officer of CM Capital Management, LLC, the Chief Executive Officer of CM Fabrication, LLC and the Chief Executive Officer of Windows Distillery, LLC, and is the managing member of CL Investment. The principal business of CL Investment is investing in securities. |
| (d) | During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Mayer is a citizen of the United States. CL Investment is organized under the laws of Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On July 29, 2026, CL Investment entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement"). On August 5, 2026, pursuant to the Purchase Agreement, CL Investment acquired 833 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred") (representing an aggregate stated value of $833,000), at a purchase price equal to 90% of the stated value, for an aggregate subscription amount of $749,700, together with warrants to purchase 227,182 shares of Common Stock at an exercise price of $1.65 per share, exercisable at any time and expiring on the third anniversary of issuance (the "Warrants"). On August 28, 2026, CL Investment acquired a convertible promissory note in an aggregate principal amount of $82,500 (the "Note") for aggregate consideration of $75,000. The source of funds for each purchase was the working capital of CL Investment. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities described herein for investment purposes. On October 6, 2026, the Board of Directors of the Issuer (the "Board") appointed Mr. Mayer as Co-Chief Executive Officer of the Issuer, effective immediately. In that capacity, Mr. Mayer is responsible for the Issuer's corporate strategy and growth, consolidated financial performance, budgeting and profitability, fundraising, investor relations and capital markets, capital allocation and strategic investments, and Board communication. Pursuant to the Purchase Agreement, CL Investment has the right to designate one person for appointment or election to the Board, and designated Lewis Wilks, who serves as a director of the Issuer. As a result of his position, Mr. Mayer may, in the ordinary course, participate in or influence decisions of the Issuer, including with respect to capital raising, financings, acquisitions, dispositions or other strategic transactions, which could relate to or result in one or more of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and reserve the right to change their plans or intentions and to take any and all actions with respect to the Issuer's securities that they deem appropriate, subject to applicable law and the Issuer's policies. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 3,851,684 shares of Common Stock outstanding as of August 17, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, plus the shares of Common Stock issuable to the Reporting Persons upon conversion or exercise of the securities described in Item 3, in each case giving effect to the 9.99% beneficial ownership limitation described in footnote (1) to the cover pages. The percentages of beneficial ownership were determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended. |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. Mr. Mayer, as managing member of CL Investment, has voting and dispositive authority over the securities held by CL Investment and may be deemed to share beneficial ownership of such securities with CL Investment. |
| (c) | On August 28, 2026, CL Investment acquired the Note from the Issuer in a private transaction for aggregate consideration of $75,000, as described in Item 3. Except as set forth herein, the Reporting Persons have not effected any transactions in the Common Stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Chris Mayer is the Co-Chief Executive Officer of Polar Power, Inc. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 - Joint Filing Agreement, dated as of [X], 2026, between Chris Mayer and CL Investment Group LLC (filed herewith). Exhibit 99.2 - Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2026). Exhibit 99.3 - Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 16, 2026), as corrected by the Certificate of Correction (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on July 28, 2026). Exhibit 99.4 - Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2026). Exhibit 99.5 - Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2026). Exhibit 99.6 - Convertible Promissory Note, dated August 28, 2026 (incorporated by reference to [X]). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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