Amendment: SEC Form SC 13D/A filed by Maxeon Solar Technologies Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

(Amendment No. 9)

Under the Securities Exchange Act of 1934*

Maxeon Solar Technologies, Ltd.

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

Y58473102

(CUSIP Number)

 

Tian Lingling

TCL Zhonghuan Renewable Energy Technology Co., Ltd.

No. 10 South Haitai Road

Huayuan Industrial Park, Hi-tech Industrial Zone

Tianjin, 300384

People’s Republic of China

+86-22-23789766-3203

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

 

August 29-30, 2024

(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), Rule 13d-1(f) or Rule 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.

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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).

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1	NAMES OF REPORTING PERSONS
	Zhonghuan Singapore Investment and Development Pte. Ltd. (“TZS”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(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 ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			982,022,324
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			982,022,324
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	982,022,324
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)
	69.30%1
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

¹ Based on 1,417,108,920 Ordinary Shares outstanding as of August 30, 2024, which includes the Ordinary Shares acquired by TZS upon the closing of the Forward Purchase Transaction described herein and the Ordinary Shares issuable to TZS as a result of its exercise of the TZS Warrant through August 29, 2024, together with the Ordinary Shares issuable upon conversion or exchange of all outstanding Tranche A Second Lien Notes.  See Item 5 of the Schedule 13D.

² Based on 1,417,108,920 Ordinary Shares outstanding as of August 30, 2024, which includes the Ordinary Shares acquired by TZS upon the closing of the Forward Purchase Transaction described herein and the Ordinary Shares issuable to TZS as a result of its exercise of the TZS Warrant through August 29, 2024, together with the Ordinary Shares issuable upon conversion or exchange of all outstanding Tranche A Second Lien Notes.  See Item 5 of the Schedule 13D.

This Amendment No. 9 (this “Amendment No. 9”) amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons named therein with the Securities and Exchange Commission on September 8, 2020, as amended by Amendment No.1 filed on April 22, 2021, as further amended by Amendment No.2 filed on August 18, 2022, as further amended by Amendment No.3 filed on May 17, 2023, as further amended by Amendment No.4 filed on May 24, 2023, as further amended by Amendment No.5 filed on June 17, 2024, as further amended by Amendment No.6 filed on June 21, 2024, as further amended by Amendment No.7 filed on July 22, 2024, and as further amended by Amendment No.8 filed on August 21, 2024  (as amended, the “Schedule 13D”) with respect to the ordinary shares, no par value (the “Ordinary Shares”) of Maxeon Solar Technologies, Ltd. (the “Issuer”). Except as specifically amended and supplemented by this Amendment No. 9, the Schedule 13D remains in full force and effect. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

Pursuant to the previously disclosed Forward Purchase Agreement dated as of June 14, 2024 (the “Forward Purchase Agreement”), on the terms and subject to the conditions set forth therein, TZS agreed to purchase and the Issuer agreed to sell Ordinary Shares of the Issuer for an aggregate purchase price of $100,000,000 (the “Forward Purchase Transaction”).  As more fully described in Item 4 of this Amendment No. 9, on August 30, 2024, TZE and the Issuer consummated the Forward Purchase Transaction. The source of funds used for the Forward Purchase Transaction was funds of TZS Parent and its affiliates available for investment.

 

 

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

 

The information disclosed in this Item 4 with respect to the A&R SHA does not purport to be complete and is qualified in its entirety by reference to the A&R SHA, a copy of which is attached hereto as Exhibit 7.17 and which is incorporated herein by reference in its entirety.

Pursuant to Section 2(b) of the A&R SHA, which took effect upon consummation of the Forward Purchase Transaction  on August 30, 2024, TZS has a right to designate two designees to the Board, in addition to the three existing directors who were previously designated by TZS.  On August 30, 2024, TZS designated Mr. Dongsheng Li and Ms. Changxu Zhang to the Board, each of whom was then elected by the Board, effective August 30, 2024, to fill an existing vacancy on the Board.

Mr. Dongsheng Li

Mr. Li is the founder of TZS Parent. He currently serves as TCL Technology Group Corp.’s chairman, chief executive officer and executive director and chairman of TZS.  He has also held several prestigious positions: Honorary President of the South China University of Technology Education Development Foundation, Vice President of the Alumni Association South China University of Technology, Member of the Council of South China University of Technology and Visiting Professor at Wuhan University.

Ms. Changxu Zhang

Ms. Zhang is currently a board member and the chief operations officer and chief financial officer of TZS.  Over the past five years she has served in various leadership roles for TZS, including board member, deputy general manager and finance director. Ms. Zhang has a master’s degree of software engineering from Tongji University and a bachelor’s degree in business administration from Shanxi University of Finance and Economics.

As noted above under “Amendment and Restatement of Shareholder Agreement,” upon the earlier of (i) satisfaction (or the written waiver, other than a waiver of the closing condition set forth in clause (a)(i) of Annex 2 of the Forward Purchase Agreement)  of certain closing conditions set forth in Annex 2 to the Forward Purchase Agreement and (ii) December 31, 2024, TZS will have the right to designate five of the nine directors on the Board of the Issuer.

 

The Reporting Persons acquired the Ordinary Shares purchased pursuant to the Forward Purchase Agreement for the purpose of acquiring and exercising control over the Issuer as contemplated by the A&R SHA.  The Reporting Persons from time to time expect to enter into discussions with directors and officers of the Issuer or third parties in connection with the Reporting Persons’ investment in the Issuer.  Such discussions may include, without limitation, discussions with members of management, members of the Board (individually or acting as a whole), current and/or potential financing sources for the Issuer and other persons to discuss the governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, liquidity and future of the Issuer, the provision of debt or equity financing to and/or a restructuring of the Issuer and/or the entry into one or more strategic transactions between the Reporting Persons and the Issuer (which could include, without limitation, acquisitions by the Reporting Persons and/or their affiliates (other than the Issuer) of additional Ordinary Shares or other securities of the Issuer and/or other possible transactions, one or more of which could result in the delisting and/or deregistration of the Ordinary Shares) as well as other matters related to the Issuer.  The Reporting Persons may also seek from time to time to explore increasing or decreasing their ownership position in the Issuer, including, without limitation, through open market purchases or an acquisition of Ordinary Shares from other stockholders, or as applicable, dispositions of Ordinary Shares on the open market or otherwise.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Ordinary Shares and/or other securities of the Issuer; (ii) disposing of any or all of their Ordinary Shares and/or other securities of the Issuer; (iii) engaging in hedging or similar transactions with respect to the securities of the Issuer; (iv) causing or facilitating changes to the capitalization, corporate structure or governing documents of the Issuer; or (v) proposing or considering, or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

 

(d) Not applicable.

 

(e) Not applicable.

 

 

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

 

Item 4 of this Amendment No. 9 is incorporated herein by reference.

 

 

 Item 7 of the Schedule 13D is hereby supplemented by adding the following:

 

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.

 

Date: September 4, 2024

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