0001387131-22-001389.txt : 20220207 0001387131-22-001389.hdr.sgml : 20220207 20220207165054 ACCESSION NUMBER: 0001387131-22-001389 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220207 DATE AS OF CHANGE: 20220207 GROUP MEMBERS: QATAR HOLDING LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fluence Energy, Inc. CENTRAL INDEX KEY: 0001868941 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93262 FILM NUMBER: 22598234 BUSINESS ADDRESS: STREET 1: 4601 FAIRFAX DRIVE STREET 2: SUITE 600 CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: (833) 358-3623 MAIL ADDRESS: STREET 1: 4601 FAIRFAX DRIVE STREET 2: SUITE 600 CITY: ARLINGTON STATE: VA ZIP: 22203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Qatar Investment Authority CENTRAL INDEX KEY: 0001441449 IRS NUMBER: 000000000 STATE OF INCORPORATION: S3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: OOREDOO TOWER, DIPLOMATIC AREA STREET STREET 2: WEST BAY, P.O. BOX 23224 CITY: DOHA STATE: S3 ZIP: QATAR BUSINESS PHONE: 974 441 4466 MAIL ADDRESS: STREET 1: OOREDOO TOWER, DIPLOMATIC AREA STREET STREET 2: WEST BAY, P.O. BOX 23224 CITY: DOHA STATE: S3 ZIP: QATAR SC 13G 1 fei-sc13g_020722.htm ACQUISITION OF BENEFICIAL OWNERSHIP

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. ) *

 

FLUENCE ENERGY, INC.

(Name of Issuer)

 

Class A common stock, $0.00001 par value

(Title of Class of Securities)

 

34379V103

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 


 
 

 

                     
CUSIP No.  

34379V103

     

 

           
1   NAMES OF REPORTING PERSONS
Qatar Investment Authority
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a)    þ
    (b)    o
     
3   SEC USE ONLY
     
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
    Qatar
       
  5   SOLE VOTING POWER
       
NUMBER OF     18,493,275
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY      
OWNED BY     0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING      
PERSON     18,493,275
       
WITH: 8   SHARED DISPOSITIVE POWER
       
      0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    18,493,275 (see Item 4 below)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    34.2% (1)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    OO

 
(1)Based on 54,143,275 Class A common stock, $0.00001 par value, outstanding as of December 13, 2021, as reported in Fluence Energy, Inc.’s Form 10-K, dated December 14, 2021.

 

 
 

 

 

Item 1(a).   Name of Issuer:
         
    Fluence Energy, Inc. (the “Issuer”).
         
Item 1(b).   Address of Issuer’s Principal Executive Offices:
         
   

4601 Fairfax Drive

Suite 600

Arlington VA 22203

         
Item 2(a).   Name of Person Filing:
         
    Qatar Investment Authority (the “Reporting Person”).
         
Item 2(b).   Address of Principal Business Office or, if none, Residence:
         
    Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar.
         
Item 2(c).   Citizenship:
         
    Qatar.
         
Item 2(d).   Title of Class of Securities:
         
    Class A common stock, $0.00001 par value (the “Common Stock”).
         
Item 2(e).   CUSIP Number:
         
    34379V103.
         
Item 3.   If this statement is filed pursuant to §§ 240.13d—1(b) or 240.13d—2(b) or (c), check whether the person filing is a:
         
    Not applicable.
         
Item 4.   Ownership.
         
    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 

         

 

   
  (a)  

Amount beneficially owned:

 

       

18,493,275

 

  (b)   Percent of class: 34.2%
         
  (c)   Number of shares as to which the person has:
         
        (i) Sole power to vote or to direct the vote
           
          18,493,275
           
        (ii) Shared power to vote or to direct the vote
           
          0
           
        (iii) Sole power to dispose or to direct the disposition of
           
        18,493,275
         
          (iv) Shared power to dispose or to direct the disposition of
             
            0
 
 

 

 

 

The Reporting Person, AES Grid Stability, LLC and Siemens Industry, Inc. (collectively, the “Stockholders”) are parties to a Stockholders Agreement (the “Stockholder Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

 

By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by or on behalf of such other Stockholders, as of December 31, 2021, such a “group” would be deemed to beneficially own an aggregate of 135,666,665 shares of Class A Common Stock, or 79.2% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3 of the Exchange Act based on 54,143,275 shares of Class A Common Stock and 117,173,390 shares of Class B Common Stock of the Issuer outstanding as of December 13, 2021, as reported in the Issuer’s Form 10-K, dated December 14, 2021. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

 

     
       
 
Item 5.  

Ownership of Five Percent or Less of a Class.

 

Not Applicable.

     
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
         
    Not Applicable.
         
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
         
    See Exhibit A.
         
Item 8.   Identification and Classification of Members of the Group.
         
    Not Applicable.
         
Item 9.   Notice of Dissolution of Group.
         
    Not Applicable.
     
Item 10.  

Certifications.

 

Not Applicable.

             

 

 

 

 
 

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.

     Date: February 07, 2022

 

 

 

 

QATAR INVESTMENT AUTHORITY

 

 

 

 
  By:    /s/ Andrew Watkins  
    Name: Andrew Watkins**  
    Title:    Associate General Counsel, Compliance  
         
 

 

** Evidence of authority to sign on behalf of Qatar Investment Authority is set forth in a Certificate of Incumbency dated February 02, 2022, and included as Exhibit B hereto.

 

 
 

INDEX TO EXHIBITS

     
Exhibit No.   Description
     

 

A

 

 

Item 7 Information

B   Certificate of Incumbency

 

 

EX-99.A 2 ex-a.htm ITEM 7 INFORMATION

 

 

EXHIBIT A

 

The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries:

 

Qatar Holding LLC

 

 

 

EX-99.B 3 ex-b.htm CERTIFICATE OF INCUMBENCY

 

EXHIBIT B

CERTIFICATE OF INCUMBENCY

I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority.

 

 

  /s/ Ahmad Mohammed F Q Al-Khanji
  Name: Ahmad Mohammed F Q Al-Khanji
  Title: Chief of Legal and General Counsel
  Dated: February 02, 2022