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): February 14, 2025
New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38790 | 83-1482060 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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111 W. 19th Street, 8th Floor New York, NY | | 10011 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (516) 268-7400
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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)) |
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| ☐ | 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:
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| 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”
| 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 February 14, 2025, 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 14,455,006 shares of the Company’s Class A common stock, par value $0.01 per share (the “Shares”) which may be used by the selling securityholders identified therein (the “Selling Securityholders”), to resell the Shares covered thereby.
The Shares were originally issued on December 6, 2024 by the Company in satisfaction of the Company’s commitment fee obligations under certain exchange and subscription agreements, as previously disclosed in our Current Report on Form 8K filed on December 11, 2024. The Selling Securityholders have previously agreed to a lock-up providing for certain restrictions on the transfer of the Shares through June 6, 2025. The Company will not receive any proceeds from any sale of Shares by the Selling Securityholders.
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.
Item 9.01. Financial Statements and Exhibits.
| | | | | |
| Exhibit No. | Description |
| Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares. |
| 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) |
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.
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| | NEW FORTRESS ENERGY INC. |
| | |
| Date: February 14, 2025 | By: | /s/ Christopher S. Guinta |
| | Name: | Christopher S. Guinta |
| | Title: | Chief Financial Officer |
