SEC Form SC 13D/A filed by Bloom Energy Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
| Bloom Energy Corporation |
| (Name of Issuer) |
| Class A Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 093712107 |
| (CUSIP Number) |
|
Seongju Lim, SK ecoplant Co., Ltd. 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, +82-2-3700-9201 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 23, 2023 |
| (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/A, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7(b) for other parties to whom copies are to be sent.
| * | 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. |
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/A
| CUSIP No. | 093712107 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| SK ecoplant Co., Ltd. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC, BK | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☒ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| The Republic of Korea |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 10,000,000 shares of Class A Common Stock1 | ||
| 8 | SHARED VOTING POWER | |
| 13,491,701 shares of Class A Common Stock1,2 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10,000,000 shares of Class A Common Stock1 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 13,491,701 shares of Class A Common Stock1,2 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 23,491,701 shares of Class A Common Stock | |
| 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) |
| 10.5%3 | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| CO |
| 1 | SK ecoplant Co., Ltd.’s (“SK”) beneficial ownership of the Class A Common Stock of Bloom Energy Corporation (the “Issuer”) consists of (i) 10,000,000 shares of Class A Common Stock held of record by SK and (ii) 13,491,701 shares of Class A Common Stock held by Econovation, LLC (“Econovation”), of which SK is the managing member. |
| 2 | SK and Econovation share voting power over the 13,491,701 shares of the Issuer’s Class A Common Stock as a result of SK being the managing member of Econovation. |
| 3 | Based on 223,858,870 shares of the Issuer’s Class A Common Stock outstanding as of September 25, 2023. |
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| CUSIP No. | 093712107 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Econovation, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a) ☒ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| AF, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☒ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| The Republic of Korea |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 shares of Class A Common Stock | ||
| 8 | SHARED VOTING POWER | |
| 13,491,701 shares of Class A Common Stock1 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 shares of Class A Common Stock | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 13,491,701 shares of Class A Common Stock1 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 13,491,701 shares of Class A Common Stock | |
| 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) |
| 6.0%2 | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| 1 | SK and Econovation share voting power over the 13,491,701 shares of the Issuer’s Class A Common Stock as a result of SK being the managing member of Econovation. |
| 2 | Based on 223,858,870 shares of the Issuer’s Class A Common Stock outstanding as of September 25, 2023. |
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| CUSIP No. | 093712107 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Blooming Green Energy Limited | |
| 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☒ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| The Republic of Korea |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 shares of Class A Common Stock1 | ||
| 8 | SHARED VOTING POWER | |
| 0 shares of Class A Common Stock1 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 shares of Class A Common Stock1 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 0 shares of Class A Common Stock1 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 0 shares of Class A Common Stock | |
| 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) |
| 0% | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| 1 | Blooming Green Energy Limited (the “SPC”) is deemed a member of a group with SK and Econovation with respect to the 13,491,701 shares of the Issuer’s Class A Common Stock held by Econovation; however, because SK is currently the managing member of Econovation, the SPC is not deemed to have voting or dispositive power over the 13,491,701 shares of the Issuer’s Class A Common Stock and is therefore not a beneficial owner of such shares. |
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Explanatory Note
This Amendment No. 5 (this “Amendment”) amends the Schedule 13D filed on October 4, 2022, as amended by Amendment No. 1, filed on December 12, 2022, Amendment No. 2, filed on March 14, 2023, Amendment No. 3, filed on March 24, 2023, and Amendment No. 4, filed on April 19, 2023, and is made pursuant to Rule 13d-1(a) of the Act. By way of background and as described in Amendment Nos. 3 and 4:
| (i) | On March 24, 2023, SK ecoplant Co., Ltd. (“SK”) paid the price of $310,957,102 for 13,491,701 shares of Series B Redeemable Convertible Preferred Stock (the “RCPS”) of Bloom Energy Corporation (the “Issuer”), and the Issuer issued these shares to Econovation, LLC (“Econovation”), pursuant to the Securities Purchase Agreement, dated as of October 23, 2021, as amended (the “Issuer SPA”) and the Certificate of Designation relating to the RCPS (the “Certificate of Designation”). |
| (ii) | On April 18, 2023, the Issuer amended the Certificate of Designation (the “COD Amendment”), clarifying the redemption terms therein. |
This Amendment discloses the following:
| (i) | On September 23, 2023, the RCPS converted into Class A Common Stock of the Issuer, pursuant to the terms of the Certificate of Designation. |
Item 5. Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended by adding the following prior to the ultimate paragraph therein:
Conversion of RCPS
(a)-(b) On September 23, 2023, 13,491,701 shares of RCPS held by Econovation converted into 13,491,701 shares of Class A Common Stock of the Issuer, in accordance with the terms of the Certificate of Designation, as amended. The aggregate number and percentage of the Class A Common Stock beneficially owned and the number of shares as to which there is sole power to vote or direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for each of SK, Econovation, and the SPC, respectively, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment and are hereby incorporated by reference. Calculations of the percentage of shares of Class A Common Stock beneficially owned are based on 223,858,870 shares of Class A Common Stock of the Issuer outstanding as of September 25, 2023, based on information received from the Issuer.
(c) Except as set forth in this Schedule 13D/A, neither SK, Econovation, nor the SPC has effected any transactions in the Class A Common Stock of the Issuer in the past 60 days.
(d) Except as described in this Schedule 13D/A, no other person is known by SK, Econovation, or the SPC to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock of the Issuer beneficially owned by SK or Econovation.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of Schedule 13D is hereby amended and supplemented by incorporating the information set forth in Item 5 into this Item 6.
Item 7. Material to Be Filed as Exhibits
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SIGNATURES
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: October 3, 2023
| SK ecoplant Co., Ltd. | |||
| By: | /s/ Wangjae (Justin) Lee | ||
| Name: | Wangjae (Justin) Lee | ||
| Title: | Managing Director of Eco Energy BU | ||
| Econovation, LLC | |||
| By: | /s/ Seongjun Bae | ||
| Name: | Seongjun Bae | ||
| Title: | Representative | ||
| Blooming Green Energy Limited | |||
| By: | /s/ Jucheol Kim | ||
| Name: | Jucheol Kim | ||
| Title: | Director | ||
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
Set forth below is the name and present principal occupation or employment of each director and executive officer of SK ecoplant Co., Ltd. The business address of each of the directors and executive officers is 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, Korea. Each person listed below is a citizen of the Republic of Korea.
| Name | Present Principal Occupation | |
| Lee Seung Ho | Outside Director of SK ecoplant Co., Ltd. and Director of Daekyo, an educational institution located at 23 Boramae-ro 3-gil, Gwanak-gu, Seoul | |
| Kim Yoon Mo | Outside Director and Vice Chairman of Nautic Investment, an investment company located at 10 Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul | |
| Kim Jong Ho | Outside Director and Advisor of Shinhan Accounting Corporation, an accounting company located at 8 Uisadang-daero, Yeongdeungpo-gu, Seoul | |
| Park Sun Kyu | Outside Director and professor of Sungkyunkwan University, 25-2 Seonggyungwan-ro, Jongno-gu, Seoul | |
| Lee Sung Hyung | Non-standing Director and Chief Financial Officer of SK, Inc., located at 26, Jong-ro, Jongno-gu, Seoul | |
| Park Kyung Il | Director and Chief Executive Officer of SK ecoplant Co., Ltd. | |
| Jo Sung Ok | Chief Financial Officer of SK ecoplant Co., Ltd. | |
| Lee Mi Ra | Chief Human Resources Officer of GE Korea | |
| SK Inc. | Controlling shareholder of SK ecoplant Co., Ltd. | |
| Tae-won Chey | Chairman and CEO of SK Inc. | |
| Dong Hyun Jang | Vice Chairman and CEO of SK Inc. | |
| Dae Sik Cho | Director of SK Inc. | |
| Jae Ho Yeom | Independent Director of SK Inc. | |
| Chan Keun Lee | Independent Director of SK Inc. | |
| Byoung Ho Kim | Independent Director of SK Inc. | |
| Yong Suk Jang | Independent Director of SK Inc. | |
| Seon Hee Kim | Independent Director of SK Inc. |
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Set forth below is the name and present principal occupation or employment of each member and officer of Econovation, LLC. The business address of each of the members and officers is 19 Yulgok-ro 2-gil, Jongno-gu, Seoul 03149, Korea. Each person listed below is a citizen of the Republic of Korea.
| Name | Present Principal Occupation | |
| SK ecoplant Co., Ltd. | Managing Member of Econovation, LLC (The executive officers and directors of SK ecoplant Co., Ltd. and its controlling entity, SK Inc., are listed above.) | |
| Seongjun Bae | Representative of Econovation, LLC | |
| Yumi Park | Manager of Econovation, LLC |
Set forth below is the name and present principal occupation or employment of each controlling person and/or entity, member and officer of Blooming Green Energy Limited. The business address of each of the members and officers is 31, Gukjegeumyung-ro (Yeouido-dong, SK Securities Building), Yeongdeungpo-gu, Seoul, Korea . Each person listed below is a citizen of the Republic of Korea.
| Name | Present Principal Occupation | |
| Jucheol Kim | Director of Blooming Green Energy Limited | |
| ESG Blooming Private Equity Fund | Largest and sole shareholder of Blooming Green Energy Limited | |
| SKS Private Equity Co., Ltd. | General Partner of ESG Blooming Private Equity Fund | |
| Si Hwa Yoo | Representative of SKS Private Equity Co., Ltd. |
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