BEP Special Situations IV LLC

SEC source: 0001888654-26-000003 · primary_doc.xml · derivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Bluescape Resources GP Holdings LLC · CIK 0001694685 · Director · 10% owner

Bluescape Energy Partners LLC · CIK 0001629283 · Director · 10% owner

Bluescape Resources Co LLC · CIK 0001629286 · Director · 10% owner

WILDER C JOHN · CIK 0001077495 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 7,634

Underlying: Common Stock · 7,634 shares

Expires not disclosed

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

F2 · kind: Jonathan Siegler, a director on the Issuer's board and director designee of the Reporting Persons, has entered into an agreement with Bluescape Energy Partners LLC ("Bluescape Energy Partners") pursuant to which the foregoing individual has irrevocably assigned to Bluescape Energy Partners any and all rights and interests in the common stock underlying the equity compensation that he will receive for serving as a director of the Issuer, including the equity awards reported herein.

F3 · derivative.exercise_date: The award will vest on July 1, 2027, subject to Jonathan Siegler continuing to serve as a director of the Issuer through the vesting date.

F3 · derivative.expiration_date: The award will vest on July 1, 2027, subject to Jonathan Siegler continuing to serve as a director of the Issuer through the vesting date.

F2 · ownership.nature: Jonathan Siegler, a director on the Issuer's board and director designee of the Reporting Persons, has entered into an agreement with Bluescape Energy Partners LLC ("Bluescape Energy Partners") pursuant to which the foregoing individual has irrevocably assigned to Bluescape Energy Partners any and all rights and interests in the common stock underlying the equity compensation that he will receive for serving as a director of the Issuer, including the equity awards reported herein.

F4 · ownership.nature: C. John Wilder is the controlling member of Bluescape Resources Co LLC which, in turn, is the controlling member of each of Bluescape Energy Partners LLC and Bluescape Resources GP Holdings LLC ("Bluescape Resources GP"). Bluescape Resources GP is the controlling member of Bluescape Energy Partners IV GP LLC, which is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which is the controlling member of BEP Special Situations IV LLC, which is also a registered holder of securities of the Issuer. Each Reporting Person herein disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein.

SEC source: 0001493152-26-005108 · ownership.xml · nonDerivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,130,997

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0001493152-25-026658 · ownership.xml · derivative · entry 3

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,816,346 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The warrants were acquired pursuant to a Subscription Agreement dated January 14, 2025 among the Issuer, Bluescape, Ascend Global Investment Fund SPC and Meridian Investments Corporation.

F2 · derivative.exercise_date: The warrants are currently exercisable and will expire on March 13, 2026.

F2 · derivative.expiration_date: The warrants are currently exercisable and will expire on March 13, 2026.

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0001493152-25-026658 · ownership.xml · nonDerivative · entry 2

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,130,997

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0001493152-25-026658 · ownership.xml · nonDerivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,413,695

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0001641172-25-025704 · ownership.xml · nonDerivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,597,349

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2 · ownership.direct: Bluescape purchased the Common Stock reported herein.

SEC source: 0000950170-25-039401 · ownership.xml · derivative · entry 2

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,816,346

Underlying: Common Stock · 2,816,346 shares

Expires not disclosed

F2 · price: On March 13, 2025, pursuant to the January 14, 2025 Subscription Agreement, Bluescape acquired shares of common stock in a private placement transaction at a price of $3.5507 per share and warrants to acquire shares of common stock for no additional consideration.

F3 · derivative.exercise_date: On March 13, 2025, Bluescape acquired warrants to purchase shares of common stock of the issuer in a private placement transaction. The warrants are exercisable on or after the date of issuance and will expire on March 13, 2026. The exercise price per share of common stock under the warrants is $3.5507.

F3 · derivative.expiration_date: On March 13, 2025, Bluescape acquired warrants to purchase shares of common stock of the issuer in a private placement transaction. The warrants are exercisable on or after the date of issuance and will expire on March 13, 2026. The exercise price per share of common stock under the warrants is $3.5507.

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0000950170-25-039401 · ownership.xml · nonDerivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · Director · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 7,497,349

F2 · price: On March 13, 2025, pursuant to the January 14, 2025 Subscription Agreement, Bluescape acquired shares of common stock in a private placement transaction at a price of $3.5507 per share and warrants to acquire shares of common stock for no additional consideration.

F1 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC ("Bluescape", together with Bluescape GP, the "Reporting Persons"). As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0000950170-25-005934 · ownership.xml · derivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 53,109,194

Underlying: Common Stock · 12,161,865 shares

Expires not disclosed

F1 · derivative.exercise_price: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · shares: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · price: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.exercise_date: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.expiration_date: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.expiration_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.underlying_shares: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.underlying_shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · balance_after: The reported securities represent $2,500,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 3424.9375 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · balance_after: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 12,161,865 and 40,947,329 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F3 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0000950170-24-107767 · ownership.xml · derivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 40,947,329

Underlying: Common Stock · 4,690,335 shares

Expires not disclosed

F1 · derivative.exercise_price: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · shares: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · price: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.exercise_date: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.expiration_date: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.expiration_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.underlying_shares: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.underlying_shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · balance_after: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 1,066.6667 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · balance_after: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 4,690,335 and 36,256,994 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F3 · balance_after: In connection with the consummation of the offering by the Issuer, on August 28, 2024, of an of an aggregate of: (i) 5,333,333 shares of Common Stock, (ii) Series A warrants to purchase up to an aggregate of up to 5,333,333 shares of Common Stock and (iii) Series B warrants to purchase an aggregate of 5,333,333 shares of Common Stock, the conversion rate for the Notes issued on June 11, 2024, which were previously reported as purchased by the Reporting Person on June 13, 2024 (the "June Notes"), was automatically adjusted pursuant to Section 2.8(d)(iv) of the Amended and Restated Note Purchase Agreement, dated as of January 18, 2024, as amended on April 28, 2024, May 28, 2024, and September 16, 2024, from 650.4065 to 692.7990 per $1,000 principal amount of the June Notes, resulting in an additional 191,292 shares of Common Stock underlying the June Notes assuming the Issuer pays all accrued interest on the June Notes in kind until maturity.

F4 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

SEC source: 0000950170-24-072988 · ownership.xml · derivative · entry 1

BEP Special Situations IV LLC · CIK 0001942792 · 10% owner

Bluescape Energy Partners IV GP LLC · CIK 0001942819 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 36,065,702

Underlying: Common Stock · 2,934,891 shares

Expires not disclosed

F1 · derivative.exercise_price: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · shares: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · price: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · price: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.exercise_date: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.exercise_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.expiration_date: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.expiration_date: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · derivative.underlying_shares: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · derivative.underlying_shares: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F1 · balance_after: The reported securities represent $3,000,000 in aggregate principal amount of additional senior secured convertible notes (the "Additional Convertible Notes") with a conversion rate of 650.4065 shares of common stock, par value $.01 per share (the "Common Stock"), of the Issuer, per $1,000 principal amount of the Additional Convertible Notes. The Additional Notes are directly held by BEP Special Situations IV LLC ("Bluescape") and the terms of the Additional Convertible Notes are substantially similar to the existing senior secured convertible notes reported as beneficially owned by the Reporting Persons (collectively with the Additional Convertible Notes, the "Notes").

F2 · balance_after: (continued from footnote 1) All or any portion of the Notes may be converted at Bluescape's election at any time prior to the close of business on the business day immediately preceding August 15, 2028. The 2,934,891 and 36,065,702 shares of Common Stock reported as underlying the Additional Convertible Notes and the previously reported Notes, respectively, reflect the maximum number of shares of Common Stock Bluescape would receive assuming the Issuer pays all accrued interest in kind until maturity.

F3 · ownership.direct: Bluescape Energy Partners IV GP LLC ("Bluescape GP" and, together with Bluescape, the "Reporting Persons") is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns Bluescape. As such, Bluescape GP may be deemed to have beneficial ownership of the securities held by Bluescape. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.