0001213900-22-079597.txt : 20221213
0001213900-22-079597.hdr.sgml : 20221213
20221213210953
ACCESSION NUMBER: 0001213900-22-079597
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211229
FILED AS OF DATE: 20221213
DATE AS OF CHANGE: 20221213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SK ecoplant Co., Ltd.
CENTRAL INDEX KEY: 0001944449
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38598
FILM NUMBER: 221461022
BUSINESS ADDRESS:
STREET 1: 19 YULGOK-RO 2-GIL
STREET 2: JONGNO-GU
CITY: SEOUL
STATE: M5
ZIP: 03149
BUSINESS PHONE: 02-3700-7114
MAIL ADDRESS:
STREET 1: 19 YULGOK-RO 2-GIL
STREET 2: JONGNO-GU
CITY: SEOUL
STATE: M5
ZIP: 03149
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Bloom Energy Corp
CENTRAL INDEX KEY: 0001664703
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620]
IRS NUMBER: 770565408
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4353 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 408-543-1500
MAIL ADDRESS:
STREET 1: 4353 NORTH FIRST STREET
CITY: SAN JOSE
STATE: CA
ZIP: 95134
3/A
1
ownership.xml
OWNERSHIP DOCUMENT
X0206
3/A
2021-12-29
2022-10-17
0
0001664703
Bloom Energy Corp
BE
0001944449
SK ecoplant Co., Ltd.
19 YULGOK-RO 2-GIL JONGNO-GU
SEOUL
M5
03149
KOREA, REPUBLIC OF
0
0
1
0
Series A Redeemable Convertible Preferred Stock
Class A Common Stock
10000000
D
Stock Options (Right to Buy)
Class A Common Stock
D
Represents 10,000,000 shares of Series A Redeemable Convertible Preferred Stock (the "RCPS") obtained pursuant to that certain Securities Purchase Agreement (the "SPA"), dated October 23, 2021, by and between SK ecoplant Co., Ltd. ("SK") and Bloom Energy Corporation ("Bloom"). Pursuant to the SPA, SK purchased, and on December 29, 2021 was issued, 10,000,000 shares of the RCPS convertible into 10,000,000 shares of Bloom's Class A Common Stock at a purchase price of $25.50 per share. Each share of the RCPS will automatically convert into shares of Class A Common Stock on December 29, 2022, unless earlier converted by SK.
Represents an option to purchase shares of Class A Common Stock obtained pursuant to the SPA. Pursuant to the SPA, SK has the right to buy shares of Bloom's Class A Common Stock, the number of which shall be the lesser of (i) 11,000,000 shares plus the number SK would need to hold to become Bloom's largest shareholder by no less than 1% of its issued and outstanding capital stock on the exercise date and (ii) 15% of Bloom's issued and outstanding capital stock on the exercise date. The purchase price will be the greater of (i) $23.00 per share and (ii) 115% of the volume-weighted average closing price of the 20-consecutive trading day period immediately preceding the exercise date. SK may exercise the option at any time on or prior to August 15, 2023, and the resulting purchase would occur on or prior to November 30, 2023.
This Form 3 amendment is being filed to amend the original Form 3 filed by SK on October 17, 2022, which inadvertently disclosed SK's RCPS and option in Table I, rather than Table II, and mischaracterized SK's option as already exercised.
/s/ Kyung-il Park, Chief Executive Officer
2022-12-13