UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Bloom
Energy Corporation |
| (Name
of Issuer) |
|
Class
A Common Stock, par value $0.0001 per share |
| (Title
of Class of Securities) |
|
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) |
| |
|
March 9,
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
|
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) |
|
11.5%3 |
|
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
CO |
|
1 |
SK ecoplant Co., Ltd.’s (“SK’s”)
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 to be
acquired by Econovation, LLC (“Econovation”), of which SK is the
managing member. Econovation will acquire these shares pursuant to
the Securities Purchase Agreement dated October 23, 2021, between
the Issuer and SK, and pursuant to the Early Close Agreement, dated
February 27, 2023 between the Issuer, SK and Econovation,
under which the Issuer agreed to issue such shares to Econovation
upon SK’s payment for these shares (the “Assignment”), as further
summarized below. |
|
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: (i) 191,311,168 shares of
the Issuer’s Class A Common Stock outstanding, as provided to us by
the Issuer, and (ii) 13,491,701 shares of Class A Common Stock
to be acquired by Econovation pursuant to the Assignment. |
|
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 |
|
8 |
SHARED
VOTING POWER |
|
13,491,701
shares of Class A Common Stock1,2 |
|
9 |
SOLE
DISPOSITIVE POWER |
|
0 |
|
10 |
SHARED
DISPOSITIVE POWER |
|
13,491,701
shares of Class A Common Stock1,2 |
|
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) |
|
6.6%3 |
|
14 |
TYPE
OF REPORTING PERSON (See Instructions) |
|
OO |
|
1 |
Consists of 13,491,701 shares of
the Issuer’s Class A Common Stock to be acquired pursuant to the
Assignment. |
|
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: (i) 191,311,168 shares of
the Issuer’s Class A Common Stock outstanding, as provided to us by
the Issuer, and (ii) 13,491,701 shares of Class A Common
Stock to be acquired by Econovation pursuant to the
Assignment. |
|
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 13,194,701 shares of the Issuer’s Class A
Common Stock to be acquired 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 13,194,701 shares
of the Issuer’s Class A Common Stock and is therefore not a
beneficial owner of such shares. |
Explanatory Note
This Amendment
No. 2 (this “Amendment”) amends the Schedule 13D
filed on October 4, 2022 (the “Original 13D”), by SK
ecoplant Co., Ltd. (“SK”), as amended by Amendment
No. 1 thereto which was filed on December 6, 2022, and is
made pursuant to Rule 13d-1(a) of the Act. By way of
background and as described in Amendment No. 1:
|
(i) |
On October 23, 2021, SK
entered into the Securities Purchase Agreement (the “Issuer
SPA”), between SK and Bloom Energy Corporation, a Delaware
corporation (the “Issuer”), under which SK acquired 10,000,000 shares
of Series A Redeemable Convertible Preferred Stock (the
“RCPS”) of the
Issuer and a right to purchase 13,491,701 shares of the
Issuer’s Class A Common Stock (the “Second Tranche
Shares”). On December 9, 2022, SK converted the RCPS into
10,000,000 shares of the Issuer’s Class A Common Stock.
The Issuer SPA is incorporated by reference herein as Exhibit
A. |
|
(ii) |
On August 10, 2022, SK delivered to
the Issuer a notice to purchase the Second Tranche Shares pursuant
to the Issuer SPA. On August 16, 2022, SK and the Issuer
entered into the Side Letter (the “Side Letter”), which
specified that the purchase of the Second Tranche Shares would
occur the later of December 6, 2022 or the date upon receiving
certain regulatory approval. The Side Letter is incorporated by reference herein
as Exhibit B. |
|
(iii) |
On December 6, 2022, SK and
the Issuer amended the Side Letter (the “Side Letter
Amendment”) to delay the
closing of such purchase until March 31, 2023, unless an
earlier date was mutually agreed upon by the parties and assuming
the satisfaction of applicable regulatory clearances. The Side
Letter Amendment is incorporated by reference herein as Exhibit
C. |
This Amendment discloses the
following:
|
(i) |
The entry, on February 27, 2023, of
the Early Close Agreement (the “Early Close Agreement”)
among SK, the Issuer and Econovation, LLC, a Delaware limited
liability company and for which SK is currently the sole member and
the managing member (“Econovation”), pursuant to which the Issuer
agreed to issue the Second Tranche Shares to Econovation upon SK’s
payment to the Issuer for the Second Tranche Shares. The Early
Close Agreement is filed as Exhibit D. |
|
(ii) |
The entry, on March 9, 2023, of the
Securities Purchase Agreement (the “Econovation SPA”) among
SK, Blooming Green Energy Limited, a company formed under the laws
of the Republic of Korea (the “SPC” and together with SK and
Econovation, the “Reporting Persons”), Econovation and ESG
Blooming Private Equity Fund, a private equity fund formed under
the laws of the Republic of Korea (the “PEF”), pursuant to
which the SPC agreed to purchase Class A Common Membership
Interests from SK and related matters disclosed in this Amendment.
The Econovation SPA is filed as Exhibit E. |
SK, Econovation and the SPC
are making this joint filing as Reporting Persons.
|
Item
2. |
Identity and Background |
Item 2 of Schedule 13D is hereby amended by adding the
following for Econovation and the SPC:
Econovation, LLC
|
(a) |
This Schedule 13D is filed by
Econovation, a limited liability company organized under the laws
of the state of Delaware. |
|
(b) |
The address of the principal place
of business of Econovation is 19 Yulgok-ro 2-gil, Jongno-gu, Seoul
03149, Korea. |
|
(c) |
Econovation is principally engaged
in holding shares of common stock of the Issuer. |
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer
of Econovation is set forth on Schedule I attached hereto.
|
(d) |
During the last five years, none of
Econovation or the individuals listed on Schedule I attached hereto
has been convicted in any criminal proceeding, except as such
pertains to SK, its managing member. |
|
(e) |
During the last five years, none of
Econovation and the individuals listed on Schedule I attached
hereto has 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. |
Blooming Green Energy Limited
|
(a) |
This Schedule 13D is filed by
the SPC, a company organized under the laws of Korea. |
|
(b) |
The address of the principal place
of business of the SPC is 31, Gukjegeumyung-ro (Yeouido-dong, SK
Securities Building), Yeongdeungpo-gu, Seoul, Korea . |
|
(c) |
The SPC is principally engaged in
holding membership interests in Econovation. |
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer
of the SPC is set forth on Schedule I attached hereto.
|
(d) |
During the last five years, none of
SPC or the individuals listed on Schedule I attached hereto has
been convicted in any criminal proceeding. |
|
(e) |
During the last five years, none of
the SPC and the individuals listed on Schedule I attached hereto
has 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. |
|
Item 3. |
Source and Amount of Funds or Other
Considerations |
Paragraphs 4-6 of
Item 3 of Schedule 13D are hereby amended and
supplemented as follows:
The information set forth in
Item 4 of this Schedule 13D/A is hereby incorporated
herein by reference.
The initial source of funds
for SK’s payment of the price of $310,957,102 to the Issuer for the
Second Tranche Share will be from SK’s cash from its balance sheet
and borrowed funds. SK is paying for these shares pursuant to the
Issuer SPA, the Side Letter, the Side Letter Amendment and the
Early Close Agreement, pursuant to which, in effect, the Issuer is
issuing the shares to Econovation and Econovation is crediting SK
with 13,491,701 Class A Common Membership Interests of
Econovation. SK, Econovation and the Issuer expect to close the
Second Trance purchase by March 31, 2023.
A secondary source of funds
for the payment of the purchase price for the Second Tranche Shares
is expected to come from the purchase by the SPC of up to 6,610,934
Class A Common Membership Interests of Econovation from SK for
up to $152,859,040 at a purchase price of $23.122 per Common
Membership Interest, each in Korean Won and converted from U.S.
Dollars at the applicable exchange rate on the date the Issuer
issued the Second Tranche Shares to Econovation, pursuant to the
Econovation SPA.
As of February 28, 2023, based on information provided to us
by the Issuer and after giving effect to (a) SK’s ownership of
Class A Common Stock and (b) Econovation’s purchase of the
Second Tranche Shares, SK and Econovation beneficially own
approximately (x) 11.5% and 6.6%, respectively, of the
outstanding Class A Common Stock of the Issuer and (y) 6.5% and
3.7%, respectively, of the outstanding voting stock of the Issuer,
including for purposes of this calculation the Issuer’s outstanding
Class B Common Stock. For the avoidance of doubt, in each case,
SK’s beneficial ownership of the Issuer’s Common Stock includes
that of Econovation.
The descriptions of the
Issuer SPA, Side Letter, Side Letter Amendment, Early Close
Agreement and the Econovation SPA summarized in this Item 3 are not
intended to be complete and is qualified in its entirety by
reference to such agreement, which is filed hereto or incorporated
by reference herein as Exhibits A through E.
|
Item 4. |
Purpose of Transaction |
Item 4 of
Schedule 13D is hereby amended by adding the following after
Paragraph 5:
The purpose of the agreements
and transactions summarized by this Amendment is to provide for the
following:
|
(i) |
The
payment by SK of the purchase price of the Second Tranche Shares,
the issuance by the Issuer of the Second Tranche Shares to
Econovation and the crediting by Econovation of
13,491,701 Class A Common Membership Interests to SK in
consideration for the payment of the price, pursuant to the Issuer
SPA, the Side Letter, the Side Letter Amendment and the Early Close
Agreement. |
|
(ii) |
The purchase by the SPC of up to
6,610,934 Class A Common Membership Interests of Econovation
from SK for up to $152,859,040 at a purchase price of $23.122 per
Common Membership Interest, each converted into U.S. Dollars at the
applicable exchange rate on the date the Issuer issued the Second
Tranche Shares to Econovation, pursuant to the Econovation
SPA. |
Paragraph 6 of
Item 4 of Schedule 13D is hereby amended in its entirety
as follows:
The descriptions of the
Issuer SPA, Side Letter, Side Letter Amendment, Early Close
Agreement and the Econovation SPA contained in this Item 4 are not
intended to be complete and are qualified in their entirety by
reference to such agreements, which are filed hereto or
incorporated by reference herein as Exhibits A through
E.
Item 4 of
Schedule 13D is further amended by adding the following prior
to the ultimate paragraph therein:
Early Close Agreement
On February 27, 2023,
the Issuer, SK and Econovation entered into the Early Close
Agreement, pursuant to which the parties agreed to consummate the
closing of the purchase of the Second Tranche Shares by
March 31, 2023, in accordance with the terms of the Side
Letter Amendment, and for the Issuer to issue the Second Tranche
Shares to Econovation in consideration for the payment of the
purchase price to the Issuer. The substitution of Econovation for
SK as the party receiving the Second Tranche Shares was made, in
addition to the terms of the Early Close Agreement, also pursuant
to the terms of the Issuer SPA and the Investor Agreement dated as
of December 29, 2021 between the Issuer and SK. The Investor
Agreement was previously filed as Exhibit D to the Original
13D and is incorporated by reference as Exhibit F
hereto.
In addition, the Early Close
Agreement modifies the Investor Agreement, which permitted the
Assignment, as follows:
|
● |
The standstill provision, under Section 2
of the Investor Agreement, that restricts SK’s ability to purchase
additional shares of Class A Common Stock of the Issuer also
applies to Econovation, for a period commencing on December 9,
2022 until the later of the second anniversary of the Second
Tranche closing date, the date on which SK ceases to have a right
to designate a director of the Board of Directors of the Issuer and
the date on which SK or Econovation own less than 5% of the
outstanding Class A Common Stock of the Issuer. The standstill
restriction is subject to specified exceptions, such as certain
permitted purchases and their pre-emptive rights. |
|
● |
The lock-up provision, under Section 3 of
the Investor Agreement, that restricts SK’s ability to sell Class A
Common Stock also applies to Econovation, for a period of two years
after the Second Tranche closing date. The lock-up agreement
terminates upon a change of control of the Issuer or the Company
filing a self-tender offer pursuant to Section 14D-9 of the
Act. |
|
● |
The voting agreement, under Section 4 of
the Investor Agreement, that requires SK to vote or execute a
written consent with respect to all voting securities of the Issuer
as to which it is entitled to vote or execute a written consent in
accordance with recommendation of a majority of the Board of
Directors of the Issuer, for the same period of time as the
standstill provision, also applies to Econovation. |
|
● |
The board designation right, under
Section 5 of the Investor Agreement, that provides SK with the
right to designate a member of the Board of Directors of the
Issuer, subject to the conditions of the Investor Agreement
including the nomination and governance policies of the Issuer, is
remaining with SK and is not being assigned to
Econovation. |
|
● |
The pre-emptive rights, under Section 6
of the Investor Agreement, that provides SK with the right to
purchase its fully diluted ownership of shares of Class A Common
Stock of the Issuer starting as of the Second Tranche closing date,
subject to the terms and conditions of the Investor Agreement, is
being also provided to Econovation. |
The description of the Early
Close Agreement contained in this Item 4 is not intended to be
complete and is qualified in its entirety by reference to such
agreement, which is filed as Exhibit D hereto.
Econovation
SPA
On March 9, 2023,
Econovation, SK, the SPC and the PEF entered into the Econovation
SPA, pursuant to which the SPC has agreed to purchase up to a
maximum amount of 6,610,934 Class A Common Membership
Interests of Econovation for up to the Korean Won equivalent of
$152,859,040 in cash in one of two closings. The first closing,
which is expected to be by March 31, 2023 or such earlier date upon
which the parties may agree (unless otherwise extended due to a
delay in regulatory approval), is for minimum number of
Class A Common Membership Interests at least equal to 120
billion Korean Won, converted into U.S. Dollars at the applicable
exchange rate on the date the Issuer issued the Second Tranche
Shares to Econovation, at a purchase price of $23.122 per Common
Membership Interest. The parties may increase the number of
Class A Common Membership Interests to be sold at the first
closing up to the maximum amount. At the second closing, scheduled
for April 28, 2023 or such earlier date upon which the parties may
agree, the number of Class A Common Membership Interests to be
sold is for up to the remaining number of total Class A Common
Membership Interests that the SPC may purchase, using the same
calculation as with the first closing . If the SPC does not close
on the purchase in the first closing, SK has the right to terminate
the agreement or seek the remedy of specific performance and force
the SPC to close. Upon the SPC’s purchase of Class A Common
Membership Interests of Econovation from SK, Econovation will admit
the SPC as a Member, pursuant to an Amended and Restated Limited
Liability Company Agreement of Econovation, and the parties will
enter into a Members Agreement. The parties have agreed to
negotiate the terms of the Amended and Restated Limited Liability
Company Agreement and the Members Agreement by March 17, 2023.
The Econovation SPA contains customary terms, conditions and other
provisions regarding the purchase and sale of the Class A
Common Membership Interests of Econovation.
The description of the
Econovation SPA contained in this Item 4 is not intended to be
complete and is qualified in its entirety by reference to such
agreement, which is filed as Exhibit E hereto.
|
Item 5. |
Interest in Securities of the
Issuer |
Item 5 of
Schedule 13D is hereby amended in its entirety as
follows:
(a)-(b) The aggregate number and percentage of the Class A Common
Stock beneficially owned by SK, Econovation and the SPC and the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition are set forth on rows 7
through 11 and row 13 of the cover pages of this Schedule 13D/A and
are hereby incorporated herein by reference. Calculations of the
percentage of the shares of Class A Common Stock beneficially owned
are based on 204,802,869 shares of Class A Common Stock of Issuer
outstanding as of February 28, 2023, based on information
provided to us by the Issuer, and include 13,491,701 shares of
Class A Common Stock to be purchased by Econovation by
March 31, 2023.
As of February 28, 2023, based on information provided to us
by the Issuer and after giving effect to (a) SK’s ownership of
Class A Common Stock and (b) Econovation’s purchase of
Class A Common Stock on the date of closing of the Second
Tranche Share purchase, SK and Econovation beneficially owns
approximately (x) 11.5% and 6.6%, respectively, of the
outstanding Class A Common Stock of the Issuer and (y) 6.5% and
3.7%, respectively, of the outstanding voting stock of the Issuer,
including for purposes of this calculation the Issuer’s outstanding
Class B Common Stock. For the avoidance of doubt, in each case,
SK’s beneficial ownership of the Issuer’s Common Stock includes
that of Econovation.
(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 in the past 60 days.
(d) Except as described in this Schedule 13D/A, no other person is
known by the Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the common stock beneficially owned by the Reporting
Persons.
(e) Not applicable.
|
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 Items 3 and 4 into
this Item 6 and by adding the information set forth below as
follows.
Joint Filing
Agreement
The Joint Filing Agreement,
dated as of March 10, 2023, among SK, Econovation and the SPC (the
“Joint Filing Agreement”), is filed hereto as
Exhibit N, pursuant to Rule 13d-1(k)(1).
|
Item 7. |
Material to Be Filed as
Exhibits |
|
Exhibit No. |
|
Description |
| A |
|
Securities Purchase Agreement, dated
as of October 23, 2021, by and between Bloom Energy Corporation and
SK ecoplant Co., Ltd. (incorporated by reference, filed with the
SEC with Amendment No. 1 on December 6,
2022). |
| B |
|
Side Letter, dated August 16, 2022
between Bloom Energy Corporation and SK ecoplant Co., Ltd.
(incorporated by reference, filed with the SEC with Amendment
No. 1 on December 6, 2022). |
| C |
|
Amendment to Side Letter, dated
December 6, 2022, between Bloom Energy Corporation and SK
ecoplant Co., Ltd. (incorporated by reference, filed with the SEC
with Amendment No. 1 on December 6, 2022) |
| D |
|
Early
Close Agreement, dated February 27, 2023, by and among Bloom
Energy Corporation, SK ecoplant Co., Ltd. and Econovation, LLC
(filed herewith) |
| E |
|
Securities Purchase Agreement, dated
March 9, 2023, among Econovation, LLC, SK ecoplant Co.,
Ltd., Blooming Green Energy Limited and ESG Blooming Private Equity
Fund (filed herewith) |
| F |
|
Investor Agreement, dated as of
December 29, 2021, between Bloom Energy Corporation and SK ecoplant
Co., Ltd. (incorporated by reference, filed with the SEC with
Amendment No. 1 on December 6, 2022). |
| G |
|
Joint Venture Agreement, dated
September 24, 2019, between Bloom Energy Corporation and SK
ecoplant Co., Ltd. (incorporated by reference, filed with the SEC
with Amendment No. 1 on December 6,
2022). |
| H |
|
Amendment to the Joint Venture
Agreement, dated October 23, 2021, between Bloom Energy Corporation
and SK ecoplant Co., Ltd. (incorporated by reference, filed with
the SEC with Amendment No. 1 on December 6,
2022). |
| I |
|
Amended and Restated Preferred
Distributor Agreement, dated October 23, 2021, between Bloom Energy
Corporation, Bloom SK Fuel Cell, LLC and SK ecoplant Co., Ltd.
(incorporated by reference, filed with the SEC with Amendment
No. 1 on December 6, 2022). |
| J |
|
Commercial Collaboration Agreement,
dated October 23, 2021, by and between Bloom Energy Corporation and
SK ecoplant Co., Ltd. (incorporated by reference, filed with the
SEC with Amendment No. 1 on December 6,
2022). |
| K |
|
K-Sure Overseas Investment Insurance
(Investment Financing) Facility, dated December 12, 2021, between
SK ecoplant Co., Ltd., as Borrower and BNP Paribas, as Lender,
Mandated Lead Arranger and Bookrunner (incorporated by reference,
filed with the SEC with Amendment No. 1 on December 6,
2022). |
| L |
|
The Overseas Investment Insurance
(Investment Financing) Policy dated as of December 21, 2021 among
BNP Paribas Facility, SK, BNP Paribas and the Korea Trade Insurance
Corporation incorporated by reference, filed with the SEC with
Amendment No. 1 on December 6, 2022). |
| M |
|
Loan (Credit) Transaction Agreement
between SK and The Export-Import Bank of Korea dated as of November
2021 (incorporated by reference, filed with the SEC with Amendment
No. 1 on December 6, 2022). |
| N |
|
Joint
Filing Agreement, dated as of March 10, 2023, among
SK ecoplant Co., Ltd., Econovation, LLC and Blooming Green
Energy Limited (filed herewith) |
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:
March 14, 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 |
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. |
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. |
Page 12
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