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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Tigo Energy, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
77867P104 (CUSIP Number) |
Alejandro Moreno Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Langhorne S. Perrow Access Industries, Inc., 40 West 57th St., 28th Floor New York, NY, 10019 (212) 247-6400 Nicholas P. Pellicani Debevoise & Plimpton LLP, 28 Tudor Street London, X0, EC4Y 0AY 44 20 7786 9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/04/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 77867P104 |
| 1 |
Name of reporting person
Access Industries Holdings 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)
SC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,584,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 70,352,248 shares of Common Stock issued and outstanding as of October 31, 2025, as set forth in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025.
SCHEDULE 13D
|
| CUSIP No. | 77867P104 |
| 1 |
Name of reporting person
Access Industries, 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)
SC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,584,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 70,352,248 shares of Common Stock issued and outstanding as of October 31, 2025, as set forth in the Issuer's Form 10-Q filed with the SEC on November 4, 2025.
SCHEDULE 13D
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| CUSIP No. | 77867P104 |
| 1 |
Name of reporting person
Access Industries Management, 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)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,584,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 70,352,248 shares of Common Stock issued and outstanding as of October 31, 2025, as set forth in the Issuer's Form 10-Q filed with the SEC on November 4, 2025.
SCHEDULE 13D
|
| CUSIP No. | 77867P104 |
| 1 |
Name of reporting person
Clal Industries Ltd. | ||||||||
| 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)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,584,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 70,352,248 shares of Common Stock issued and outstanding as of October 31, 2025, as set forth in the Issuer's Form 10-Q filed with the SEC on November 4, 2025.
SCHEDULE 13D
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| CUSIP No. | 77867P104 |
| 1 |
Name of reporting person
Len Blavatnik | ||||||||
| 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)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,584,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.52 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on an aggregate of 70,352,248 shares of Common Stock issued and outstanding as of October 31, 2025, as set forth in the Issuer's Form 10-Q filed with the SEC on November 4, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Tigo Energy, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
983 University Avenue, Suite B, Los Gatos,
CALIFORNIA
, 95032. | |
Item 1 Comment:
This Amendment No.1 to the Schedule 13D is being filed by Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM"), Access Industries, LLC ("Access LLC"), Clal Industries Ltd. ("CI") and Len Blavatnik (collectively, the "Reporting Persons", and each, a "Reporting Person") to report the acquisition of common stock, $0.0001 par value per share (the "Common Stock"), of Tigo Energy, Inc. (the "Issuer"). The Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on June 2, 2023 (the "Schedule"), is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The disclosure in Items 5(a), (b) and (d) is hereby amended and restated as follows:
(a) (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of shares of Common Stock (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (b) | The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of shares of Common Stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference. | |
| (d) | 4,584,422 shares of Common Stock are owned directly by CI and each of AIH, Access LLC, AIM and Mr. Blavatnik may be deemed to share voting and investment power over the shares of Common Stock owned by CI because (i) Len Blavatnik controls AIM, AIH, Access LLC and AI International GP Limited (the general partner of AI SMS, as defined below), (ii) Access LLC controls a majority of the outstanding voting interests in AIH, (iii) AIM controls Access LLC and AIH, (iv) AIH owns a majority of the equity of AI SMS L.P. ("AI SMS"), (v) AI SMS owns a majority of the equity of AI Diversified Holdings Ltd. ("Holdings Limited"), (vi) Holdings Limited owns AI Diversified Parent S.a r.l., which owns AI Diversified Holdings S.a r.l., which owns Access AI Ltd ("Access AI"), and (vii) Access AI wholly owns Clal Industries Ltd. ("CI"). Each of the Reporting Persons (other than CI), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of the securities held directly by CI. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.5 Joint Filing Agreement, dated as of November 6, 2025. | ||
| 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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Comments accompanying signature:
* The above signed, by signing his name hereto, executes this Amendment No. 1 to Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |