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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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Maxeon Solar Technologies, Ltd. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
Y58473102 (CUSIP Number) |
Tian Lingling No. 10 South Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, F3, 300384 86-22-23789766-3203 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/28/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | Y58473102 |
| 1 |
Name of reporting person
Zhonghuan Singapore Investment & Development Pte. Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,959,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | Y58473102 |
| 1 |
Name of reporting person
TCL Zhonghuan Renewable Energy Technology Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,959,362.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
59.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Maxeon Solar Technologies, Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 10 South Haitai Road, Huayuan Industrial Park, Hi-tech, Industrial Park Tianjin,
CHINA
, 300384. | |
Item 1 Comment:
This Amendment No. 13 (this "Amendment No. 13") 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, as further amended by Amendment No. 5 filed on June 17, 2024, as further amended by Amendment No. 6 filed on June 21, 2024, as further amended by Amendment No. 7 filed on July 22, 2024, as further amended by Amendment No. 8 filed on August 21, 2024, as further amended by Amendment No. 9 filed on September 4, 2024, as further amended by Amendment No. 10 filed on November 26, 2024, as further amended by Amendment No. 11 filed on January 28, 2025 ("Amendment No. 11") and as further amended by Amendment No. 12 filed on February 20, 2025 (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 No. 13, 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 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
Closing of Sale Transaction
The sale of 100% equity interest in SunPower Philippines Manufacturing Ltd, a Cayman incorporated legal entity and wholly owned indirect subsidiary of the Issuer, to TCL Zhonghuan Renewable Energy Technology Co Ltd. and/or its subsidiaries, the Issuer's controlling shareholder (collectively, "TZE"), was consummated on February 28, 2025 (the "Closing Date"), pursuant to the terms of that Sale and Purchase Agreement (the "SPA") entered into by and between SunPower Technology Ltd., a subsidiary of the Issuer ("SPT"), and Lumetech PTE Ltd., a subsidiary of TZE ("Purchaser"), on January 26, 2025. As previously disclosed, on the Closing Date, the Issuer and Purchaser also entered into the Procurement Agency Agreement, and Purchaser and a subsidiary of the Issuer entered into the Transitional Services Agreement and the Bilateral Development Services Agreement, respectively. The transactions contemplated under the SPA received the requisite consents and approvals, including the ODI Approval. Capitalized terms used but not otherwise defined herein, shall have the meanings ascribed to them in Amendment No. 11. For a detailed description of the terms of the SPA and certain related transactions, refer to the information set forth in Amendment No. 11.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future, depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Ordinary Shares, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation: (i) acquiring additional Ordinary Shares and/or other securities of the Issuer; (ii) disposing of any or all of their Ordinary Shares and/or other securities of the Issuer; (iii) engaging in hedging or similar transactions with respect to the securities of the Issuer; (iv) causing or facilitating changes to the capitalization, corporate structure or governing documents of the Issuer; (v) acquiring additional assets of the Issuer and/or its subsidiaries, or (vi) proposing or considering, or changing their intention with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Amendment No. 13 are incorporated herein by reference. As of the date hereof, Zhonghuan Singapore Investment and Development Pte. Ltd. is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and TCL Zhonghuan Renewable Energy Technology Co., Ltd. may be deemed to beneficially own and have shared voting and dispositive power with respect to, 9,959,362 Ordinary Shares held by Zhonghuan Singapore Investment and Development Pte. Ltd., representing in the aggregate approximately 59.2% of the outstanding Ordinary Shares (such percentage is based on 16,814,019 Ordinary Shares outstanding as of March 4, 2025, according to information provided by the Issuer to the Reporting Persons). | |
| (b) | The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Amendment No. 13 are incorporated herein by reference. As of the date hereof, Zhonghuan Singapore Investment and Development Pte. Ltd. is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and TCL Zhonghuan Renewable Energy Technology Co., Ltd. may be deemed to beneficially own and have shared voting and dispositive power with respect to, 9,959,362 Ordinary Shares held by Zhonghuan Singapore Investment and Development Pte. Ltd., representing in the aggregate approximately 59.2% of the outstanding Ordinary Shares (such percentage is based on 16,814,019 Ordinary Shares outstanding as of March 4, 2025, according to information provided by the Issuer to the Reporting Persons). | |
| (c) | During the past sixty days, the Reporting Persons have not effected any transactions in the Issuer's Ordinary Shares. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented by adding the following:
Item 4 of this Amendment No. 13 is incorporated herein by reference. | ||
| SIGNATURE | |
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.
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