SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
FLUENCE ENERGY, INC.
(Name of Issuer)
Class A common stock, $0.00001 par value
(Title of Class of Securities)
34379V103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☑ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP 34379V103 | SC 13G | Page 2 of 8 |
| 1 | NAMES OF REPORTING PERSONS
Qatar Investment Authority | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) ☑ | ||
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
Qatar |
| 5 | SOLE VOTING POWER | ||
| NUMBER OF |
14,668,275 | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | |||
| OWNED BY | 0 | ||
| EACH | 7 | SOLE DISPOSITIVE POWER | |
| REPORTING | |||
| PERSON | 14,668,275 | ||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |
|
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
14,668,275 (See Item 4) | ||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
11.6%(1) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
OO |
| (1) | Based on 125,990,935 Common Stock (as defined below), outstanding as of December 5, 2023, as reported on the Issuer’s (as defined below) prospectus supplement on Form S-3ASR, filed on December 7, 2023. |
| CUSIP 34379V103 | SC 13G | Page 3 of 8 |
| Item 1(a). | Name of Issuer: | |||
| Fluence Energy, Inc. (the “Issuer”). | ||||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |||
4601 Fairfax Drive Suite 600 Arlington VA 22203 | ||||
| Item 2(a). | Name of Person Filing: | |||
| Qatar Investment Authority (the “Reporting Person”). | ||||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |||
| Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar. | ||||
| Item 2(c). | Citizenship: | |||
| Qatar. | ||||
| Item 2(d). | Title of Class of Securities: | |||
| Class A common stock, $0.00001 par value (the “Common Stock”). | ||||
| Item 2(e). | CUSIP Number: | |||
| 34379V103. | ||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
| Not applicable. | ||||
| Item 4. | Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
Amount beneficially owned:
|
||||
| 14,668,275 | ||||
| Percent of class: 11.6% | ||||
| Number of shares as to which the person has: | ||||
(i) Sole power to vote or to direct the vote 14,668,275 |
||||
(ii) Shared power to vote or to direct the vote 0 |
||||
(iii) Sole power to dispose or to direct the disposition of 14,668,275 |
||||
(iv) Shared power to dispose or to direct the disposition of 0 |
||||
| CUSIP 34379V103 | SC 13G | Page 4 of 8 |
The Reporting Person, AES Grid Stability, LLC and Siemens Industry, Inc. (collectively, the “Stockholders”) are parties to a Stockholders Agreement (the “Stockholder Agreement”), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.
By virtue of the Stockholder Agreement and the obligations and rights thereunder, certain of the Reporting Persons acknowledge and agree that they are acting as a “group” with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by or on behalf of such other Stockholders, as of December 31, 2021, such a “group” would be deemed to beneficially own an aggregate of 66,167,470 shares of Class A Common Stock, or 55.5% of the Class A Common Stock of the Issuer, calculated pursuant to Rule 13d-3 of the Exchange Act based on 125,990,935 shares of Class A Common Stock of the Issuer outstanding as of December 5, 2023, as reported on the Issuer’s prospectus supplement on Form S-3ASR, filed on December 7, 2023. The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock. |
| Item 5. | Ownership of Five Percent or Less of a Class.
Not Applicable. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| See Exhibit A. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. | |
| Item 10. | Certifications.
Not Applicable. |
| CUSIP 34379V103 | SC 13G | Page 5 of 8 |
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.
Date: February 8, 2024
QATAR INVESTMENT AUTHORITY | ||||
| By: | /s/ Andrew Watkins | |||
| Name: | Andrew Watkins** | |||
| Title: | Associate General Counsel, Head of Compliance | |||
** Evidence of authority to sign on behalf of Qatar Investment Authority is set forth in a Certificate of Incumbency dated February 02, 2022, and included as Exhibit B hereto.
| CUSIP 34379V103 | SC 13G | Page 6 of 8 |
INDEX TO EXHIBITS
| Exhibit No. | Description |
| B | Certificate of Incumbency |
Qatar Investment Authority SC 13GA
| CUSIP 34379V103 | SC 13G | Page 7 of 8 |
EXHIBIT A
The Schedule 13G to which this attachment is appended is filed by Qatar Investment Authority on behalf of itself and the following subsidiaries:
Qatar Holding LLC
Qatar Investment Authority SC 13GA
| CUSIP 34379V103 | SC 13G | Page 8 of 8 |
EXHIBIT B
CERTIFICATE OF INCUMBENCY
I, Ahmad Mohammed F Q Al-Khanji, Chief of Legal and General Counsel, of Qatar Investment Authority, established by Emiri Decision No 22 in 2005, with its registered office at, Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, State of Qatar, do hereby confirm that Andrew Watkins is the duly appointed Associate General Counsel, Compliance, an officer of the Qatar Investment Authority, and as such, is authorized to sign regulatory filings on behalf of the Qatar Investment Authority.
/s/ Ahmad Mohammed F Q Al-Khanji
Name: Ahmad Mohammed F Q Al-Khanji
Title: Chief of Legal and General Counsel
Dated: February 02, 2022