Skadden, Arps, Slate, Meagher & Flom LLP
1000 Louisiana, Suite 6800
Houston, Texas 77002-5026
Tel.: (713) 655-5100
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* |
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.
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1.
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Names of Reporting Persons.
HGC NEXT INV LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
23,410,842
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
23,410,842
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,410,842
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.1% (1)
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14.
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Type of Reporting Person:
OO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Impact Partners Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, WC
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
23,410,842
|
|
9.
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Sole Dispositive Power
0
|
|
10.
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Shared Dispositive Power
23,410,842
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,410,842
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.1% (1)
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14.
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Type of Reporting Person:
CO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Impact Global Corporation
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Republic of Korea
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
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7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
23,410,842
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
23,410,842
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,410,842
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
9.1% (1)
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14.
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Type of Reporting Person:
CO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Aerospace Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☒
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6.
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Citizenship or Place of Organization
Republic of Korea
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
7.
|
Sole Voting Power
0
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8.
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Shared Voting Power
11,690,914
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
11,690,914
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,690,914
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount in Row (11)
4.5% (1)
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14.
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Type of Reporting Person:
CO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Ocean USA International LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,690,914
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
11,690,914
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11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,690,914
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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)
4.5% (1)
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14.
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Type of Reporting Person:
CO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Ocean USA Holdings Corp.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,690,914
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
11,690,914
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,690,914
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.5% (1)
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14.
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Type of Reporting Person:
CO
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(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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1.
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Names of Reporting Persons.
Hanwha Ocean Co., Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
|
SEC Use Only
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4.
|
Source of Funds (See Instructions)
WC
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5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☒
|
6.
|
Citizenship or Place of Organization
Republic of Korea
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With
|
7.
|
Sole Voting Power
0
|
8.
|
Shared Voting Power
11,690,914
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
11,690,914
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
11,690,914
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.5% (1)
|
14.
|
Type of Reporting Person:
CO
|
(1) |
The percentage calculation is based on 257,994,156 shares of Common Stock issued and outstanding as of May 3, 2024 as set forth in the Issuer’s Amendment No. 1 to its most recent
Quarterly Report on Form 10-Q/A, as filed with the Securities and Exchange Commission on May 13, 2024.
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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(a) – (c), (f) |
This Statement is being filed jointly by:
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i. |
HGC NEXT INV LLC (“HGC”), a Delaware limited liability company;
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ii. |
Hanwha Impact Partners Inc. (“HIP”), a Delaware corporation and the sole member of HGC;
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iii. |
Hanwha Impact Global Corporation (“HIG”), a corporation organized under the laws of the Republic of Korea and the sole shareholder of HIP;
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iv. |
Hanwha Aerospace Co., Ltd. (“Hanwha Aerospace”), a corporation organized under the laws of the Republic of Korea.
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v. |
Hanwha Ocean USA International LLC (“Hanwha Ocean LLC”), a Delaware limited liability company;
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vi. |
Hanwha Ocean USA Holdings Corp. (“Hanwha Ocean Corp.”), a Delaware corporation and the sole member of Hanwha Ocean LLC; and
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vii. |
Hanwha Ocean Co., Ltd. (“Hanwha Ocean”), a corporation organized under the laws of the Republic of Korea.
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(d) |
Except as set forth on Annex B attached hereto, none of the Reporting Persons, nor, to the best of their knowledge, any of their Covered Persons has, during the last five
years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding 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.
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to Be Filed as Exhibits
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Exhibit Number |
Description
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99.1 |
Joint Filing Agreement
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99.2 |
Secondary Block Trade Agreement, dated June 13, 2024, by and among Hanwha Ocean LLC and the Sellers
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99.3 |
Secondary Block Trade Agreement, dated June 13, 2024, by and among Hanwha Aerospace and the Sellers
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HGC NEXT INV LLC
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By: Hanwha Impact Partners Inc., its managing member
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By:
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/s/ Sunghyun Hong
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Name:
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Sunghyun Hong
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Title:
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President
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Hanwha Impact Partners Inc.
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By:
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/s/ Sunghyun Hong
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Name:
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Sunghyun Hong
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Title:
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President
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Hanwha Impact Global Corporation
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By:
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/s/ Sung Bin Lim
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Name:
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Sung Bin Lim
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Title:
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President
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Hanwha Aerospace Co., Ltd.
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By:
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/s/ Jaeil Son
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Name:
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Jaeil Son
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Title:
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Chief Executive Officer
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Hanwha Ocean USA International LLC
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By:
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/s/ Sukwon Lee
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Name:
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Sukwon Lee
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Title:
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Chief Executive Officer
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Hanwha Ocean USA Holdings Corp.
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By:
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/s/ Sukwon Lee
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Name:
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Sukwon Lee
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Title:
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Chief Executive Officer
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Hanwha Ocean Co., Ltd.
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By:
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/s/ Duhyoung Ryoo
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Name:
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Duhyoung Ryoo
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Title:
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President
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Name:
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Principal Occupation:
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Hanwha Impact Partners Inc.
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Managing Member of HGC NEXT INV LLC
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Name:
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Principal Occupation:
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Sunghyun Hong (citizen of South Korea)
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President / Director
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Inkyoon Jung (citizen of South Korea)
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Secretary / Treasurer / Director
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Name:
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Principal Occupation:
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Sung Bin Lim (citizen of South Korea)
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President / Director
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Gi Yeol Nam (citizen of South Korea)
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Compliance Officer
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Joohun Shin (citizen of South Korea)
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Director
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Steve Sukyung Park
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Director
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Name:
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Principal Occupation:
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Dongkwan Kim (citizen of South Korea)
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Vice Chairman / Director
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Jae Il Son (citizen of South Korea)
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President & CEO / Director
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Byungchul An (citizen of South Korea)
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Head of Strategy Office / Director, Chairman
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Hyoun Jin Kim (citizen of South Korea)
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Outside Director
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Jingoo Jun (citizen of South Korea)
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Outside Director
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Huy jae Chon (citizen of South Korea)
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Outside Director
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Do-jin Jung (citizen of South Korea)
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Outside Director
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Name:
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Principal Occupation:
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Suk-Won Lee (citizen of South Korea)
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Chief Executive Officer / Manager
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Name:
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Principal Occupation:
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Suk-Won Lee (citizen of South Korea)
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Chief Executive Officer / Director
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Name:
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Principal Occupation:
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Hyek-Woong Kwon (citizen of South Korea)
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Chief Executive Officer / Director
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Jong-Seo Kim (citizen of South Korea)
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Head of Commercial Vessel Business / Director
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Du-Hyoung Ryoo (citizen of South Korea)
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Head of Business Planning Office / Director
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Shin-Hyung Rhee (citizen of South Korea)
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Outside Director
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Bong-Hwan Kim (citizen of South Korea)
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Outside Director
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George Prescott Bush
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Outside Director
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Nak-Hee Hyun (citizen of South Korea)
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Outside Director
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Jae-Ik Kim (citizen of South Korea)
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Outside Director
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