Zhonghuan Singapore Files 13D/A for Maxeon Solar

TL;DR

Zhonghuan Singapore updated its Maxeon Solar stake filing - watch for ownership changes.

AI Summary

On June 17, 2024, Zhonghuan Singapore Investment & Development Pte. Ltd. filed an amendment (No. 5) to its Schedule 13D for Maxeon Solar Technologies, Ltd. This filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt. The filing is related to TCL Zhonghuan Renewable Energy Technology Co., Ltd.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Maxeon Solar Technologies, which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant strategic moves by major shareholders, potentially leading to volatility.

Key Players & Entities

• Zhonghuan Singapore Investment & Development Pte. Ltd. (company) — Filing entity
• Maxeon Solar Technologies, Ltd. (company) — Subject company
• TCL Zhonghuan Renewable Energy Technology Co., Ltd. (company) — Related entity

FAQ

Key Financial Figures

• $100 million — es ") at an aggregate purchase price of $100 million (the " Forward Purchase Investment ").
• $25,000,000 — the conditions set forth therein, up to $25,000,000 aggregate principal amount (the " Addit
• $207,000,000 — xisting 1L Notes "), in addition to the $207,000,000 principal amount of Existing 1L Notes a
• $97,500,000 — ct to the conditions set forth therein, $97,500,000 aggregate principal amount of the Issue
• $70,000,000 — e of $97,500,000, which consists of (x) $70,000,000 to be paid by TZS in the form of cash c
• $2,500,000 — rincipal amount of New 1L Notes and (z) $2,500,000, which amount is being paid by TZS on b
• $1.6423 — s. The initial conversion price will be $1.6423 per share, subject to adjustments to be
• $0.01 — will have an initial exercise price of $0.01 per share. The TZS Warrant will be exer

Filing Documents

• ef20031203_sc13da.htm (SC 13D/A) — 102KB
• ef20031203ex7-12.htm (EX-7.12) — 170KB
• ef20031203ex7-13.htm (EX-7.13) — 116KB
• ef20031203ex7-14.htm (EX-7.14) — 253KB
• ef20031203ex7-15.htm (EX-7.15) — 42KB
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• 0001140361-24-030334.txt ( ) — 725KB

of the Schedule 13D is hereby supplemented by adding the following

Item 2 of the Schedule 13D is hereby supplemented by adding the following: The name, business address and present principal occupation of each of the directors and executive officers of TZS Parent and each of the directors of TZS as of the date hereof is set forth in Schedule A hereto, which amends and restates Schedule A to the Schedule 13D in its entirety. As of the date hereof, TZS does not have any executive officers. During the last five years, neither the Reporting Persons nor, to the Reporting Persons' knowledge, any of their respective directors or executive officers (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any 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 4. Purpose of Transaction.

of the Schedule 13D is hereby supplemented by adding the following

Item 4 of the Schedule 13D is hereby supplemented by adding the following: On June 14, 2024, TZS and the Issuer entered into a forward purchase agreement (the " Forward Purchase Agreement "), relating to the sale by the Issuer, and the purchase by TZS, on the terms and subject to the conditions set forth in the Forward Purchase Agreement, of Ordinary Shares of the Issuer (the " Forward Purchase Shares ") at an aggregate purchase price of $100 million (the " Forward Purchase Investment "). The per share purchase price of the Forward Purchase Shares (the " FPA Purchase Price ") will be based on 75% of the average Daily VWAP (as defined in the Forward Purchase Agreement) of the Ordinary Shares for the 10 consecutive trading days ending on and including the date immediately prior to the date when all requisite regulatory approvals for the Forward Purchase Investment have been obtained (such average Daily VWAP, the " Forward Purchase VWAP "), subject to a ceiling price which will provide TZS with 50.1% of the Issuer's outstanding Ordinary Shares, after giving effect to (i) the exercise of the TZS Warrant (as defined below), (ii) solely to the extent exercised prior to FPA Closing (as defined below), the exercise by TZS of the option to purchase Ordinary Shares pursuant to the A&R Option Agreement (as defined below); (iii) the issuance of the Forward Purchase Shares; and (iv) the exchange, at the Issuer's option, of all of the Tranche A Notes of the Issuer's Adjustable Rate Convertible Second Lien Senior Secured Notes due 2028 (the " 2L Notes ") then outstanding into Ordinary Shares, pursuant to the terms of the 2L Notes (the " Optional Exchange "). The closing of the Forward Purchase Investment (the " FPA Closing ") will be subject to the satisfaction of certain conditions, including, among other things, (i) the Issuer shall have exchanged at least 95% of its currently outstanding 6.5% Green Convertible Senior Notes Due 2025 (the " 2025 Notes ") into newly issued 2L No

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) – (b) The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Amendment No.5 are incorporated herein by reference. As of the date hereof, TZS is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and TZS Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 13,106,453 Ordinary Shares, representing approximately 23.53% of the outstanding Ordinary Shares (such percentage is based on 55,705,553 Ordinary Shares outstanding as of June 14, 2024, as disclosed by the Issuer in the Forward Purchase Agreement). (c) On June 11, 2024, the Issuer issued 820,761 Ordinary Shares to TZS on account of an interest payment on its Existing 1L Notes. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby supplemented by adding the following

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

of this Amendment is incorporated herein by reference

Item 4 of this Amendment is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits

of the Schedule 13D is hereby supplemented by adding the following

Item 7 of the Schedule 13D is hereby supplemented by adding the following: Exhibit Number Description 7.12 Forward Purchase Agreement, dated as of June 14, 2024, by and between the Issuer and TZS. 7.13 Convertible Notes Purchase Agreement, dated as of May 30, 2024, by and between the Issuer and TZS. 7.14 Securities Purchase Agreement, dated as of May 30, 2024, by and between the Issuer and TZS. 7.15 Amended and Restated Option Agreement, dated May 30, 2024, by and between the Issuer and TZS.

SIGNATURES

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 : June 17, 2024 TCL Zhonghuan Renewable Energy Technology Co., Ltd. By: Name: Title: Authorized Signatory Zhonghuan Singapore Investment and Development Pte. Ltd. By: Name: Title: Authorized Signatory Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF TCL ZHONGHUAN RENEWABLE ENERGY TECHNOLOGY CO., LTD. Set forth below are the name and current principal occupation or employment of each director and executive officer of TZS Parent. The business address of each of the directors and executive officers is No. 10 South Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People's Republic of China. Name Principal Occupation or Employment Citizenship Dongsheng Li Chairman of board of directors of TZS Parent China Haoping Shen Vice chairman and CEO of TZS Parent China Qian Liao Director of TZS Parent China Jian Li Director of TZS Parent China Jin Yang Director of TZS Parent China Changxu Zhang Director, CFO and COO of TZS Parent China Aimin Yan Independent director of TZS Parent U.S. Ying Zhao Independent director of TZS Parent China Weidong Zhang Independent director of TZS Parent China Shilong Qin Board secretary of TZS Parent, director of TZS China Yanjun Wang Senior Vice President of TZS Parent China Schedule A DIRECTORS OF ZHONGHUAN SINGAPORE INVESTMENT AND DEVELOPMENT PTE. LTD. Set forth below are the name and current principal occupation or employment of each director of TZS. The business address of each of the directors is No. 10 South Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People's Republic of China. Name Principal Occupation or Employment Citizenship Shilong Qin Board secretary of TZS Parent; director of TZS China Changxu Zhang Director, CFO and COO of TZS Parent;

View Full Filing

View this SC 13D/A filing on SEC EDGAR