As filed with the Securities and Exchange Commission on April 15, 2021.
Registration Statement No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MAXEON SOLAR TECHNOLOGIES, LTD.
(Exact name of registrant as specified in its charter)
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Singapore
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Maxeon Solar Technologies, Ltd.
8 Marina Boulevard #05-02
Marina Bay Financial Centre
018981, Singapore
+65 6338
1888
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Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York
11036-8401
800-927-9800
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(Address and telephone number of
Registrant’s principal executive offices)
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(Name, address and telephone number of
agent for service)
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Copies to:
Randi
C. Lesnick, Esq.
Bradley C. Brasser, Esq.
Jones Day
250 Vesey
Street
New York, New York 10281
Tel: (212) 326-3452
Approximate date of commencement of proposed sale to the public: As soon as practicable after the date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-248564
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☐
If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
†The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(1)
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Ordinary Shares, no par value (2)
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$3,750,000
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$409.13
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(1)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
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(2)
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The Registrant previously registered Ordinary Shares, Preferred Shares, Warrants, Rights, Purchase Contracts,
Debt Securities and Units with a proposed maximum aggregate offering price not to exceed $200,000,000 on a registration statement on Form F-3 (File
No. 333-248564), which was declared effective by the Securities and Exchange Commission on September 8, 2020 (the “Prior Registration Statement”). As of the date of this registration
statement, the maximum aggregate offering price of securities that remain to be issued in the offering pursuant to the Prior Registration Statement is $140,000,000. The maximum aggregate offering price of the additional securities to be registered
hereby pursuant to Rule 462(b) under the Securities Act is $3,750,000, which represents no more than 20% of the maximum aggregate offering price of securities remaining to be issued in the offering pursuant to the Prior Registration Statement.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.