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Bloom Energy Corporation

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Case Summary

Company Name
Bloom Energy Corporation
Stock Symbol
BE
Class Period
Purchasers of Bloom Energy common stock pursuant to the July 2018 initial public offering
Motion Deadline
July 28, 2019
Court
Northern District of California

The complaint charges Bloom Energy and certain of its officers and directors with violations of the Securities Act of 1933.  Bloom Energy designs, manufactures and sells solid-oxide fuel cell systems for on-site power generation.  The fuel cell systems convert fuel into electricity without combustion, providing efficient energy generation with reduced operation costs and lower greenhouse emissions.

In July 2018, Bloom Energy commenced an initial public offering (“IPO”), issuing approximately 18 million shares of common stock at $15.00 per shares pursuant to a Registration Statement and Prospectus filed with the SEC (the “Registration Statement”).

The complaint alleges that the Registration Statement was materially misleading, as it failed to disclose known events and trends that were severely affecting the Company’s business and made investment in Bloom Energy significantly riskier than presented in the Registration Statement.  In particular, the Registration Statement failed to disclose that the Company was experiencing material construction delays that would cause system deployments (or “acceptances” as defendants referred to them) to fall significantly below even the low end of the Company’s previously announced guidance. 

While the Registration Statement purported to warn of risks that “may arise,” which could materially affect the Company, in actuality these material negative events were already occurring.  As a result, the representations and purported risk disclosures were false and misleading because, by the time of the IPO, construction delays had already impacted or would soon impact Bloom Energy’s ability to deliver acceptances in line with its guidance.

On November 5, 2018, Bloom Energy announced disappointing acceptances for the third quarter of fiscal year 2018 and provided acceptance guidance for the fourth quarter significantly below analysts’ expectations.  In particular, the Company reported that it only achieved 206 acceptances, materially below its guidance number of 215 to 235 acceptances.  In addition, the Company announced acceptance guidance for the fourth quarter of between 225 and 275.  In contrast, analysts at J.P. Morgan had estimated 333 acceptances in the fourth quarter.  The price of Bloom Energy stock fell precipitously on this news to close at $9.21 per share, almost 40% below the IPO price, and the stock continues to trades in the $10 per share range.

Class Period: Purchasers of Bloom Energy common stock pursuant to the July 2018 initial public offering -
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