UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2021
New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware
|
001-38790
|
83-1482060
|
(State or other jurisdiction of incorporation)
|
Commission File Number) |
(I.R.S. Employer Identification No.) |
111 W. 19Th Street
8th Floor
New York,
New York, 10011
(Address of principal executive offices, including zip code)
(516) 268-7400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
☐
|
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
|
|
Class A Common Stock, par value $0.01 per share
|
|
NFE
|
|
The Nasdaq 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).
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 July 9, 2021, New Fortress Energy Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement (the
“Resale Prospectus Supplement”) to the prospectus dated March 18, 2021 included in the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-254469). The Resale Prospectus Supplement was filed for the purpose of registering the
sale from time to time by certain selling stockholders (collectively, the “Selling Stockholders”) of up to 29,599,403 shares of the Company’s Class A common stock, par value $0.01 per share (“Common Stock”).
The Company will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders.
In connection with the filing of the Resale Prospectus Supplement, the Company is filing an opinion of its counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number. |
Description |
| 5.1 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the Resale Prospectus Supplement. |
23.1
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
NEW FORTRESS ENERGY INC. |
| Date: July 9, 2021 |
By:
|
/s/ Christopher S. Guinta |
|
|
Name:
|
Christopher S. Guinta |
|
|
Title:
|
Chief Financial Officer |
