SB Energy Inc.

09/04/2026 | Press release | Archived content

Amendment to Initial Registration Statement (Form S-1/A)

As filed with the Securities and Exchange Commission on September 4, 2026.
Registration No. 333-298675
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SB Energy, Inc.
(Exact name of registrant as specified in its charter)
Texas
4911
99-0945123
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification No.)
3 Lagoon Dr., Suite 280
Redwood City, CA 94065
(650) 731-3262
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Ryan Bates
3 Lagoon Dr., Suite 280
Redwood City, CA 94065
(650) 731-3262
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan J. Maierson
John J. Slater
Latham & Watkins LLP
811 Main Street #3700
Houston, Texas 77002
(713) 546-5400
Justin R. Salon
R. John Hensley
Morrison & Foerster LLP
2100 L Street, NW, Suite 900
Washington, D.C. 20037
(202) 887-1500
Michael Kaplan
Marcel Fausten
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
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, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☒
If an emerging growth company, 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 Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This amendment is being filed solely to file exhibits to the Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other expenses of issuance and distribution.
The following table sets forth all fees and expenses, other than the underwriting discounts and
commissions payable solely by SB Energy, Inc. (the "registrant") in connection with the offer and sale of
the securities being registered. All amounts shown are estimated except for the SEC registration fee, the
Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the exchange listing fee.
Amount to be
paid
SEC registration fee ...........................................................................................................................
$ *
FINRA filing fee ...................................................................................................................................
*
Exchange listing fee ...........................................................................................................................
*
Accounting fees and expenses ........................................................................................................
*
Legal fees and expenses ..................................................................................................................
*
Printing and engraving expenses ....................................................................................................
*
Transfer agent and registrar fees ....................................................................................................
*
Blue sky fees and expenses .............................................................................................................
*
Miscellaneous expenses ...................................................................................................................
*
Total ......................................................................................................................................................
$ *
*To be completed by amendment.
Item 14. Indemnification of directors and officers.
The TBOC permits the certificate of formation of a corporation to eliminate the personal liability of the
corporation's directors and officers to the corporation or its shareholders for monetary damages for any
act or omission by such person in the performance of his or her duties, except that there will be no
limitation of liability to the extent the director or officer has been found liable under applicable law for: (i)
breach of such person's duty of loyalty owed to the corporation or its shareholders; (ii) an act or omission
not in good faith that constitutes a breach of duty of such person to the corporation or that involves
intentional misconduct or a knowing violation of the law; (iii) a transaction from which such person
received an improper benefit, regardless of whether the benefit resulted from an action taken within the
scope of such person's duties; or (iv) an act or omission for which the liability of such person is expressly
provided by an applicable statute.
Our Certificate of Formation will provide that no director or officer of the registrant shall be personally
liable to it or its shareholders for monetary damages for any breach of fiduciary duty as a director or
officer, notwithstanding any provision of law imposing such liability, to the fullest extent permitted by the
TBOC, as it exists or as amended from time to time.
The TBOC provides that a corporation must indemnify a director or former director against reasonable
expenses actually incurred by the person in connection with a proceeding in which the person is a
respondent because the person is or was a director, or is or was serving as a representative of another
enterprise or organization or an employee benefit plan while serving as a director, if the director or former
director is wholly successful, on the merits or otherwise, in the defense of the proceeding. If a court
determines that a director, former director or representative is entitled to indemnification, the court will
order indemnification by the corporation and award the person expenses incurred in securing the
indemnification. The TBOC also permits corporations to indemnify present or former directors where
indemnification is not mandated by the TBOC; however, such permissive indemnification is subject to
certain limitations and a required determination that the director has satisfied specified standards of
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conduct. The TBOC also allows us to indemnify persons who are not directors, including our officers,
employees and agents, subject to certain limitations and procedures set forth in the TBOC. Under the
TBOC, officers must be indemnified to the same extent as directors are required to be indemnified and
that a court may also order indemnification under various circumstances.
We have also entered into, or will enter into prior to the completion of this offering, indemnification
agreements with each of our directors and executive officers. The indemnification agreements provide, or
will provide, among other things, for indemnification to the fullest extent permitted by the TBOC and our
Certificate of Formation and Bylaws against (i) any and all direct and indirect liabilities and reasonable
expenses, including judgments, fines, penalties, interest and amounts paid in settlement of any claim with
our approval and reasonable counsel fees and disbursements and (ii) any liabilities incurred as a result of
serving as a director, officer, employee, or agent (including as a trustee, fiduciary, partner, or manager or
in a similar capacity) of another enterprise or an employee benefit plan at our request. The
indemnification agreements also provide for, or will provide for, the advancement or payment of expenses
to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such
indemnification under applicable law and our Certificate of Formation and Bylaws or the terms of the
indemnification agreements.
We expect to maintain standard policies of insurance that provide coverage (i) to our directors and officers
against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) to us with
respect to indemnification payments that we may make to such directors and officers. The TBOC and our
Bylaws permit us to purchase insurance on behalf of existing or former officers, employees, directors or
agents against any liability asserted against and incurred by that person in such capacity, or arising out of
that person's status in such capacity, whether or not the we would have the power to indemnify such
person under the TBOC.
The underwriting agreement will provide for indemnification by the underwriters of us and our officers and
directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise
in connection with this offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers, or persons controlling us under any of the foregoing provisions, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 15. Recent sales of unregistered securities.
On January 23, 2024, in connection with the formation of SE Global Holdings, LLC (the registrant's
predecessor) as a Delaware limited liability company, SE Global Holdings, LLC issued 100% of its
membership interests to SBE Global, which was its sole member.
In January 2026, the registrant's predecessor issued a warrant to purchase up to 8,554,600 units at an
exercise price of $0.01 per unit to OpenAI Infra Holdings, LLC. In August 2026, the registrant entered into
the Amended and Restated OpenAI Warrant Agreement covering 3,991,809 shares of its common stock
at an exercise price of $0.01 per share, reflecting the forfeiture and cancellation of 4,562,791 of the
original warrant shares. Of the 3,991,809 OpenAI Warrants outstanding, 1,737,867 will be net exercised
in connection with this offering, and 2,253,942 will remain unvested following this offering. The sales and
issuances described above were made without registration under the Securities Act in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D
thereunder. The securities were not registered and are subject to transfer restrictions as described in the
applicable governing documents.
Item 16. Exhibits and financial statements schedules.
(a)Exhibits
The exhibits filed herewith are set forth immediately preceding the signature pages hereof on the Index to
Exhibits filed as a part of this Registration Statement.
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(b)Financial Statement Schedules
All schedules have been omitted because the information required to be set forth in the schedules is
either not applicable or is shown in the financial statements or notes thereto.
Item 17. Undertakings.
(a)The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified
in the underwriting agreement certificates in such denominations and registered in such names as
required by the underwriters to permit prompt delivery to each purchaser.
(b)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
(c)The undersigned hereby further undertakes that:
(1)For purposes of determining any liability under the Securities Act the information omitted from the
form of prospectus filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)For the purpose of determining liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in
a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424 under the Securities Act;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
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INDEX TO EXHIBITS
Exhibit No.
Description
1.1*
Form of Underwriting Agreement.
2.1**
2.2**
3.1**
3.2**
3.3**
3.4*
Form of Amended and Restated Certificate of Formation.
3.5*
Form of Amended and Restated Bylaws.
4.1*
Form of Common Stock Certificate of SB Energy, Inc.
4.2**
5.1**
10.1^**
10.2^**
10.3^**
10.4^**
10.5^**
10.6^**
10.7^**
10.8^**
10.9^**
10.10^**
10.11^**
10.12^**
10.13^**
10.14^**
10.15^**
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Exhibit No.
Description
10.16^**
10.17^**
10.18^**
10.19^**
10.20^**
10.21^**
10.22^**
10.23**
10.24**
10.25*
First Amended and Restated License Agreement, dated March 28, 2024, between SoftBank Group Corp. and
SBE Global, LP.
10.26**
10.27**
10.28^#
Amended and Restated Lease Agreement (Building 1), dated as of July 22, 2026, by and between Milam
County DC, LLC, as landlord, and Orion DC I, LLC, as tenant, including the Joinder thereto executed by
OpenAI Global, LLC, as guarantor.
10.29^#
Lease Agreement (Building 2), dated as of January 9, 2026, by and between Milam County DC, LLC, as
landlord, and Orion DC I, LLC, as tenant, including the Joinder thereto executed by OpenAI Global, LLC, as
guarantor.
10.30^#
Form of PORTS-Pike Technology Campus Lease Agreement.
10.31^#
Form of PORTS-Pike Technology Campus Residual Value Guaranty.
10.32*†
Energy Global Management LP Equity Incentive Plan.
10.33*†
Energy Global Management LP Equity Incentive Plan Form of Award Agreement.
10.34*†
SB Energy, Inc. Form of 2026 Equity Incentive Award Plan and forms of option and restricted stock unit
agreements thereunder.
10.35*
Form of Credit Agreement, dated as of , 2026, among SB Energy, Inc., , the lenders party thereto..
10.36*
Form of Shareholders' Agreement.
10.37*
Form of Indemnification Agreement.
10.38*
Form of Registration Rights Agreement.
21.1
List of subsidiaries of SB Energy, Inc.
23.1**
23.2**
24.1**
99.1**
99.2**
99.3**
99.4**
99.5**
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*To be filed by amendment.
**Previously filed.
^ This filing excludes schedules or similar attachments pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to
furnish supplementary to the Securities and Exchange Commission upon request by the Commission.
†Indicates a management contract or compensatory plan or arrangement.
# Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they both (i) are not material and (ii)
contain the type of information that the Company customarily and actually treats as private or confidential. Such omitted information is
indicated by brackets "[***]" in this exhibit.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
Redwood City, California on September 4, 2026.
SB Energy, Inc.
By:
/s/ Rich Hossfeld
Rich Hossfeld
Co-Chief Executive Officer
***
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POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on
Form S-1 has been signed by the following persons in the capacities set forth opposite their names and
on the date indicated above.
Signature
Title
Date
/s/ Rich Hossfeld
Co-Chief Executive Officer and
Director (Principal Executive Officer)
September 4, 2026
Rich Hossfeld
*
Co-Chief Executive Officer and
Director (Principal Executive Officer)
September 4, 2026
Abhijeet Sathe
*
Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
September 4, 2026
Gaetan Frotte
*By:
/s/ Rich Hossfeld
Name: Rich Hossfeld
Title: Attorney-in-fact
SB Energy Inc. published this content on September 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 15, 2026 at 20:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]