SEC Form SC 13G filed by Flex Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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).

Continued on following pages

Page 1 of 5 Pages

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(1) Represents shares of Class A Common Stock (as defined herein) that, as of December 31, 2023, were issuable, at the Reporting Person’s election, upon exchange of an equal number of Paired Interests (as defined herein).

(2) This percentage is based on the sum of (i) 62,096,475 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q/A filed with the Commission (as defined herein) on November 8, 2023, and (ii) 74,432,619 shares of Class A Common Stock that, as of December 31, 2023, were issuable, at the Reporting Person’s election, upon exchange of an equal number of Paired Interests, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

Nextracker Inc. (the “Issuer”)

6200 Paseo Padre Parkway, Fremont, California 94555

This Statement is filed on behalf of Flex Ltd. (“Flex” or the “Reporting Person”). This Statement relates to the shares of Class A Common Stock (as defined herein) held of record by Yuma, Inc. and Yuma Subsidiary, Inc. As of December 31, 2023, the sole shareholder of Yuma, Inc. was Flextronics International USA, Inc., an indirect, wholly-owned subsidiary of the Reporting Person. Subsequent to December 31, 2023, but prior to the filing of this Statement, the Reporting Person completed an internal restructuring such that it became the sole shareholder of Yuma, Inc. The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc.

2 Changi South Lane, Singapore 486123

Singapore

Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”)

65290E101

This Item 3 is not applicable.

As of December 31, 2023, Flex may be deemed the beneficial owner of 74,432,619 shares of Class A Common Stock that, as of December 31, 2023, were issuable, at the Reporting Person’s election, upon exchange of an equal number of Paired Interests. This amount consists of (i) 60,146,905 Paired Interests held of record by Yuma, Inc. and (ii) 14,285,714 Paired Interests held of record by Yuma Subsidiary, Inc.

A “Paired Interest” consists of one share of Class B Common Stock of the Issuer (“Class B Common Stock”) and one common unit of Nextracker LLC (“LLC Common Units”). Pursuant to the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders of LLC Common Units, each Paired Interest is exchangeable into one share of Class A Common Stock (or, at the Issuer's election, cash based on the exchange rate in the Exchange Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Exchange Agreement. Upon an exchange of Paired Interests for Class A Common Stock, the corresponding Class B Common Stock will be cancelled. The Paired Interests have no expiration date.

As of December 31, 2023, Flex may be deemed the beneficial owner of approximately 54.5% of the shares of Class A Common Stock outstanding. This percentage is based on the sum of (i) 62,096,475 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Form 10-Q/A filed with the Securities and Exchange Commission (the “Commission”) on November 8, 2023, and (ii) 74,432,619 shares of Class A Common Stock that, as of December 31, 2023, were issuable, at the Reporting Person’s election, upon exchange of an equal number of Paired Interests, which have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

See disclosure in Items 2 and 4 hereof.

See disclosure in Item 2 hereof.

This Item 8 is not applicable.

This Item 9 is not applicable.

This Item 10 is not applicable.

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.