New Fortress Energy Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Oil/Gas Transmission
Utilities
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): October 4 , 2024
(Exact name of registrant as specified in its charter)
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Registrant’s Telephone Number, Including Area Code: (516 ) 268-7400
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 8.01. Other Events.
On October 4, 2024, New Fortress Energy Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to its previously filed automatic shelf registration statement on Form S-3 (File No. 333-277611) registering the resale of up to an aggregate of 10,804,718 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”) which may be used by Ceiba Energy US LP, the selling securityholder identified therein (the “Selling Securityholder”), to resell the Shares covered thereby.
The Shares are issuable upon conversion of the 4.8% Series B Convertible Preferred Stock of the Company, par value $0.01 per share, issued pursuant to a Certificate of Designations, dated October 1, 2024, to the Selling Securityholder pursuant to an Exchange Agreement, dated as of September 23, 2024, by and between the Company and the Selling Securityholder. The Company will not receive any proceeds from any sale of Shares by the Selling Securityholder.
The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Opinion of Skadden, Arps, Slate, Meagher and Flom LLP regarding the validity of the Shares. | ||||||||
| 23.1 | Consent of Skadden, Arps, Slate, Meagher and Flom LLP (included in Exhibit 5.1). | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
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.
| NEW FORTRESS ENERGY INC. | ||||||||
| Date: October 4, 2024 | By: | /s/ Christopher S. Guinta | ||||||
| Name: | Christopher S. Guinta | |||||||
| Title: | Chief Financial Officer | |||||||