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Registrant’s Telephone Number, Including Area Code: (i516) i268-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass A Common Stock, par value $0.01 per share
i“NFE”
iNASDAQ
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
i☐ Emerging growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 8.01. Other Events.
On March 26, 2024, New Fortress Energy Inc. (the “Company”) filed a prospectus supplement (the “Resale Prospectus Supplement”) to its previously filed
automatic shelf registration statement on Form S-3 (File No. 333-277611) registering the resale of up to an aggregate of 2,064,517 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”) which may be used by Ceiba Energy US LP, the selling securityholder identified therein (the “Selling Securityholder”), to resell the Shares covered thereby.
The Shares are issuable upon conversion of the 4.8% Series A Convertible Preferred Stock of the Company, par value $0.01 per share, issued pursuant to a Certificate of Designations, dated March 20, 2024, to Ceiba
Energy Fundo de Investimento em Participações Multiestratégia - Investimento no Exterior (“Ceiba FIP”) pursuant to a Share Exchange Agreement, dated as of December 22, 2023, by and among the Company, Ceiba FIP and Portocem Geração de Energia S.A., and assigned thereafter by Ceiba FIP to the Selling Securityholder. The Company will not receive any proceeds from any sale of Shares by the Selling Securityholder.
The Company is filing this report to provide the legal opinion as to the validity of the Shares covered by the Resale Prospectus Supplement, which opinion is attached hereto as Exhibit
5.1 and is incorporated herein by reference.
Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
