Fluence Energy Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Industrial Machinery/Components
Miscellaneous
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2024
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2024, Fluence Energy, Inc. (the "Company") filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire an aggregate of 65,674,195 shares of Class B-1 common stock, par value $0.00001 per share, of the Company (the “Class B-1 Common Stock”). As previously reported on July 7, 2022, 58,586,695 of the Class B-1 Common Stock were surrendered and transferred to the Company in connection with a redemption by Siemens Industry, Inc. pursuant to the terms of the Third Amended and Restated Limited Liability Company Agreement of Fluence Energy, LLC (the “LLC Agreement”) with respect to its entire holding of 58,586,695 common units of Fluence Energy, LLC, the sole direct subsidiary of the Company, which the Company elected to settle through the issuance of 58,586,695 shares of the Company's Class A common stock, par value $0.00001 per share ("Class A Common Stock"). As previously reported on December 8, 2023, 7,087,500 of the Class B-1 Common Stock were surrendered and transferred to the Company in connection with a redemption by AES Grid Stability, LLC pursuant to the terms of the LLC Agreement with respect to 7,087,500 common units of Fluence Energy, LLC which the Company elected to settle through the issuance of 7,087,500 shares of the Company's Class A Common Stock. The Company’s Amended and Restated Certificate of Incorporation provides that any shares of Class B-1 Common Stock transferred and surrendered to the Company shall automatically be cancelled and retired and such shares shall not be re-issued by the Company.
Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 65,674,195 shares. The total number of authorized shares of the Company is now 1,544,325,805, such shares consisting of 1,200,000,000 shares of Class A Common Stock, 134,325,805 shares of Class B-1 Common Stock, 200,000,000 shares of Class B-2 common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File formatted in iXBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLUENCE ENERGY, INC. | ||||||||
| Date: June 11, 2024 | By: | /s/ Francis A. Fuselier | ||||||
| Francis A. Fuselier | ||||||||
| Senior Vice President, General Counsel and Secretary | ||||||||