SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

(Amendment No. 6)

Under the Securities Exchange Act of 1934*

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

Y58473102

(CUSIP Number)

 

Tian Lingling

TCL Zhonghuan Renewable Energy Technology Co., Ltd.

No. 10 South Haitai Road

Huayuan Industrial Park, Hi-tech Industrial Zone

Tianjin, 300384

People’s Republic of China

+86-22-23789766-3203

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 20, 2024

(Date of Event Which Requires Filing of This Statement)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

---

 

The information required on 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).

1	NAMES OF REPORTING PERSONS
	Zhonghuan Singapore Investment and Development Pte. Ltd. (“TZS”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,106,453
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,106,453
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,106,453
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.53%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

1	NAMES OF REPORTING PERSONS
	TCL Zhonghuan Renewable Energy Technology Co., Ltd. (“TZS Parent”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,106,453
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,106,453
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,106,453
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.53%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

This Amendment No. 6 (this “Amendment”) amends and supplements the Statement on Schedule 13D originally filed by the Reporting Persons named therein with the Securities and Exchange Commission on September 8, 2020, as amended by Amendment No.1 filed on April 22, 2021, as further amended by Amendment No.2 filed on August 18, 2022, as further amended by Amendment No.3 filed on May 17, 2023, as further amended by Amendment No.4 filed on May 24, 2023, and as further amended by Amendment No.5 filed on June 17, 2024 (as amended, the “Schedule 13D”) with respect to the ordinary shares, no par value (the “Ordinary Shares”) of Maxeon Solar Technologies, Ltd. (the “Issuer”). Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On June 20, 2024, pursuant to the previously disclosed Securities Purchase Agreement dated as of May 30, 2024 (the “New 1L Notes Purchase Agreement”), TZS purchased $97,500,000 aggregate principal amount of the Issuer’s new 9.00% Convertible First Lien Senior Secured Notes due 2029 (the “New 1L Notes”), for an aggregate purchase price of $97,500,000, of which $70,000,000 was paid by TZS in the form of cash as described in Item 4.  TZS also acquired a warrant (the “TZS Warrant”) for no additional consideration to purchase certain Ordinary Shares of the Issuer under certain circumstances.  The source of funds used for TZS’s purchase of the New 1L Notes was funds of TZS Parent and its affiliates available for investment.

 

 

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

 

As previously disclosed in the Schedule 13D, TZS and the Issuer entered into a Forward Purchase Agreement dated as of June 14, 2024 (the “Forward Purchase Agreement”) pursuant to which, on the terms and subject to the conditions set forth therein, TZS agreed to purchase and the Issuer agreed to sell Ordinary Shares of the Issuer for an aggregate purchase price of $100,000,000 (the “Forward Purchase Transaction”).  Consummation of the Forward Purchase Transaction will be subject to satisfaction of certain conditions, including receipt of required regulatory approvals.  The Ordinary Shares subject to the Forward Purchase Transaction are not reflected in TZS’s beneficial ownership as reported in this Amendment.  It is expected that TZS would hold at least 50.1% of the Issuer’s outstanding Ordinary Shares following consummation of the Forward Purchase Transaction.

 

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Supplemental Deed to Shareholders Agreement, a copy of which is attached hereto as Exhibits 7.16 and which is incorporated herein by reference in its entirety.

 

Other than as described in Item 4 of this Amendment or as previously reported in the Schedule 13D, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the actions described in Item 4 of Schedule 13D, although, subject to the Shareholders Agreement and depending on the factors discussed herein, the Reporting Persons, at any time and from time to time, may review, reconsider and/or change their position or purpose or formulate different plans or proposals with respect thereto and, at any time and from time to time, may seek to influence the Board or management of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

 

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

 

Item 4 of this Amendment is incorporated herein by reference.

 

 

 Item 7 of the Schedule 13D is hereby supplemented by adding the following:

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.

---

THIS DEED is made on the

20th    day of June

2024

(1)	MAXEON SOLAR TECHNOLOGIES, LTD. (Company Registration No. 201934268H), a company incorporated in Singapore and having its registered office at 8 Marina Boulevard, #05-02, Marina Bay Financial Centre, Singapore 018981 (the "Company");

(2)	TOTALENERGIES SOLAR INTL SAS (Company Registration No. 505 028 118), a société par actions simplifiée incorporated in France and having its registered office at 2 place Jean Millier La Défense 92400 Courbevoie France ("TotalEnergies Solar");

(3)

TOTALENERGIES GAZ & ELECTRICITÉ HOLDINGS SAS (Company Registration No. 402 975 825), a société par actions simplifiée incorporated in France and having its registered office at 2 place Jean Millier La Défense 92400 Courbevoie Cedex France ("TEGEH" and together with TotalEnergies Solar, "TotalEnergies"); and

(4)	ZHONGHUAN SINGAPORE INVESTMENT AND DEVELOPMENT PTE. LTD. (Company Registration No. 201939428H), a company incorporated in Singapore and having its registered office at 6 Raffles Quay, #14-06, Singapore 048580 ("TZS" and together with TotalEnergies, the "Shareholders" and each, a "Shareholder"),

(A)	The Parties had entered into a shareholders agreement dated 26 August 2020 in relation to the Company (the "Shareholders Agreement"), a copy of which is set out in Appendix A.

(B)

TZS has agreed to provide additional financing to the Company through, amongst others, the subscription of additional 7.50% convertible first lien senior secured notes due 2027 and new 9.0% convertible first lien senior secured notes due 2029 (the "Proposed Transactions"). In connection with the Proposed Transactions, the Parties have agreed to execute this Deed to amend and supplement the Shareholders Agreement on the terms and conditions of this Deed, which is supplemental to the Shareholders Agreement.

(C)

Under Section 19 of the Shareholders Agreement, the Shareholders Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Company and each Shareholder (as hereinafter defined). In addition, pursuant to Section 3(c)(viii) of the Shareholders Agreement, subject to the provisions of the Companies Act 1967 of Singapore, for so long as a Shareholder Beneficially Owns (as defined under the Shareholders Agreement) at least 15% of the outstanding ordinary shares in the capital of the Company, the Company shall not amend, modify or waive any of the provisions of the Shareholders Agreement without first obtaining Independent Director Approval (as defined under the Shareholders Agreement).

(D)

On June 18, 2024, Independent Director Approval for the amendment of the Shareholders Agreement in accordance with the terms and conditions of this Deed was obtained by the resolutions of the Independent Directors (as defined under the Shareholders Agreement), each of whom comprise the audit committee of the board of directors of the Company.

1.	DEFINITIONS & INTERPRETATION

1.1	Definitions

1.2	Interpretation

(a)

References to "Clauses", "Recitals" and "Appendix" are, respectively, to the clauses of, and the recitals, appendix and schedule to, this Deed. The Recitals and the Appendix to this Deed shall form an integral part of, and shall be deemed to be incorporated into, this Deed.

(b)

The headings in this Deed are inserted for convenience only and shall not affect the interpretation hereof.

(c)

Unless the context otherwise requires, references to the singular number shall include references to the plural number and vice versa, and the use of any gender shall include all genders.

(d)

References to any agreement or document including this Deed shall include such agreement or document as amended, modified, varied or supplemented from time to time.

(e)

Any reference in this Deed to a statute or statutory provision shall include that statute or provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of this Deed, so far as such modification or re-enactment applies or is capable of applying to any transactions entered into after the date hereof and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced.

(f)

References in this Deed to anything which any Party is required to do or not to do shall include its acts, defaults and omissions, whether direct or indirect, on its own account, or for or through any other person, and those which it permits or suffers to be done or not done by any other person.

(g)

Any reference to "person" shall include any individual, partnership, joint venture, corporation, limited liability company, trust, association, government, governmental agency or department or any other entity.

(h)

The word "including" and similar words and terms shall not be construed as being by way of limitation and shall mean "including without limitation" and "otherwise" shall not be construed as limited by words with which it is associated.

2.	AMENDMENTS TO THE SHAREHOLDERS AGREEMENT

(a)

that the definition of "Beneficially Own" at Section 1(a)(vi) (Definitions; Interpretation) of the Shareholders Agreement be amended to reflect the additions indicated by the underlined text below and the deletions as indicated by the deleted text below:

(b)

that the definition of "Convertible Debentures" at Section 1(a)(xvii) (Definitions; Interpretation) of the Shareholders Agreement be amended to reflect the additions indicated by the underlined text below:

(c)

that a new definition of "Strategy and Transformation Committee" be inserted immediately after Section 1(a)(lvii) of the Shareholders Agreement, as follows:

(d)

that Section 1(c)(v) be amended to reflect the additions indicated by the underlined text below and the deletions as indicated by the deleted text below:

(e)

that Section 2(h)(i) (Shareholder Representation) of the Shareholders Agreement be amended to reflect the additions indicated by the underlined text below:

(f)

that Section 2(h)(iii) (Coordination Committee) of the Shareholders Agreement be amended to reflect the additions indicated by the underlined text below and the deletions as indicated by the deleted text below:

(g)

that Section 2(l) (Board Approval) of the Shareholders Agreement be amended to reflect the additions indicated by the underlined text below and the deletions as indicated by the deleted text below:

3.	REPRESENTATIONS & WARRANTIES

3.1	Each Party hereby represents and warrants to the other Party that:

(a)

it is a company duly organised, validly existing and in good standing under the laws of its place of incorporation and has full power, capacity and authority to enter into, and perform and comply with its obligations under, this Deed;

(b)

the execution, delivery and performance of this Deed will not conflict with, violate or breach any law to which it is subject, or relationship or business, contractual or otherwise, to which it is a party;

(c)

the execution, delivery and performance of this Deed has been duly and effectively authorised by all necessary corporate actions on its part (if applicable) and this Deed will be duly and validly executed, and delivered by it and when so executed, constitutes binding and enforceable obligations on it in accordance with its terms; and

(d)

it shall have and maintain in effect at all times during the term of this Deed, all licences, authorisations, permits, consents and approvals from the relevant governmental, regulatory or other competent authorities to perform its obligations under this Deed.

3.2	Each of the warranties set out in this Clause 3 shall be construed as a separate warranty and (save as expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or other term of this Deed.

4.	MISCELLANEOUS

4.1	Release and Indulgence

4.2	No Implied Waivers; Remedies Cumulative

4.3	Time of Essence

4.4

Costs

4.5	Severability

4.6	Amendments and Modifications

4.7	Further Assurance

4.8	Counterparts

4.9	Agreement to Bind Successors and Assigns

4.10	Contracts (Rights of Third Parties) Act

4.11	Continuing Effect of Agreement

(a)

All provisions of this Deed shall insofar as they are capable of being performed or observed continue in full force and effect notwithstanding any completion except in respect of those matters then already performed.

(b)

This Deed shall be binding on and shall enure for the benefit of each Party's successors and assigns.

4.12	Rights Several

4.13

No Merger

4.14	Construction

4.15	Confirmation and Incorporation

(a)

Except to the extent supplemented, varied or amended by the provisions of this Deed, the terms and conditions of the Shareholders Agreement are hereby confirmed and shall remain in full force and effect.

(b)

The Shareholders Agreement and this Deed shall be read and construed as one document and this Deed shall be considered to be part of the Shareholders Agreement and, without prejudice to the generality of the foregoing, where the context so allows, all references in the Shareholders Agreement to "this Agreement", "hereof", "herein", "herewith", "hereunder" and words of similar effect, shall be read and construed as references to the Shareholders Agreement as amended, modified or supplemented by this Deed.

(c)

For the avoidance of doubt, nothing in this Deed shall affect any accrued rights or interests of the Parties under the Shareholders Agreement existing immediately prior to the date of this Deed.

(d)

This Deed shall be governed by and construed in accordance with the laws of Singapore and the Parties agree that Sections 15 (Governing Law) and 18 (Notices) of the Shareholders Agreement shall apply, mutatis mutandis, to this Deed.

4.16	Prevalence of Deed

TOTALENERGIES GAZ & ELECTRICITÉ HOLDINGS SAS
/s/ Vincent Stoquart
[President]
Name:	Vincent Stoquart