Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K filed on October 25,
2021, Bloom Energy Corporation (the "Company") entered into a Securities
Purchase Agreement (the "Purchase Agreement") with SK ecoplant Co., Ltd. ("SK
ecoplant") in connection with a strategic partnership. On December 29, 2021, the
Company consummated the transactions related to the First Closing (as defined in
the Purchase Agreement), including issuing and selling to SK ecoplant 10,000,000
shares of non-voting redeemable convertible Series A preferred stock, par value
$0.0001 per share, of the Company (the "RCPS"), at a purchase price of $25.50
per share or an aggregate purchase price of approximately $255 million (the
"Initial Investment"). A Certificate of Designation of Series A Redeemable
Convertible Preferred Stock (the "Certificate of Designation") that sets forth
the terms, rights and obligations of the RCPS as described in the Current Report
on Form 8-K filed on October 25, 2021 was filed with the Secretary of State of
Delaware. SK ecoplant must convert the RCPS to Class A Common Stock no later
than December 29, 2022 at which time the RCPS will automatically convert into
Class A Common Stock.
In addition, on December 29, 2021, the Company and SK ecoplant entered into an
Investor Agreement (the "Investor Agreement") providing for certain rights and
restrictions relating to the Initial Investment as described in the Current
Report on Form 8-K filed on October 25, 2021.
A copy of the Certificate of Designation and the Investor Agreement are filed
herewith as Exhibit 3.1 and Exhibit 10.1, respectively, and incorporated herein
by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure required by this item and included in Item 1.01 of this Current
Report related to the RCPS and Certificate of Designation are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
3.1 Certificate of Designation of Series A Redeemable Convertible
Preferred Stock
10.1 Investor Agreement, dated December 29, 2021, by and among the
Company and SK ecoplant Co., Ltd.
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