[   ] Rule 13d-1(b)

 

[X] Rule 13d-1(c)

 

[   ] Rule 13d-1(d)

 

Item 1(a).

Name of Issuer:

 

 

 

Tigo Energy, Inc. (the “Issuer”).

 

 

Item 1(b).

Address of the Issuer's Principal Executive Offices:

 

 

 

655 Campbell Technology Parkway, Suite 150

 

Campbell, California 95008

 

 

Item 2(a).

Name of Person Filing

 

This statement is being filed by:

 

(i)    L1 Energy Capital Management S.à.r.l. (“L1 Energy”),

(ii)   L1 New Energy GrowthCo S.à.r.l. (“L1 GrowthCo”),

(iii)  L1 New Energy HeadCo S.à.r.l. (“L1 HeadCo”), and

(iv)  Letterone Holdings S.A. (“L1 Holdings” and, together with L1 Energy, L1 GrowthCo and L1 HeadCo, the “Reporting Persons”).

 

This statement relates to shares of Common Stock that may be issued to L1 Energy upon conversion of the Convertible Note.  Each of L1 Energy, L1 GrowthCo, L1 HeadCo and L1 Holdings, in the capacities set forth above, may be deemed to be the beneficial owner of shares of Common Stock, as applicable.  Each of Neil Toyer and Maxime Nino may be deemed to have beneficial ownership over the shares of Common Stock owned directly by L1 Energy upon conversion of the Convertible Note because each of Mr. Toyer and Mr. Nino serves as a director of L1 Energy and exercises voting and investment power over such securities.  L1 GrowthCo is the sole owner of L1 Energy, L1 HeadCo is the majority owner of L1 GrowthCo, and L1 Holdings is the majority owner of L1 HeadCo.  Each of the Reporting Persons (other than L1 Energy), as well as Mr. Toyer and Mr. Nino, expressly disclaims beneficial ownership of the securities held directly by L1 Energy.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

 

 

The principal business office of each Reporting Person is 1-3 boulevard de la Foire, L-1528, Luxembourg, Luxembourg.

Item 2(c).

Citizenship:

(i)    L1 Energy is a Luxembourg company (a société à responsabilité limitée).

(ii)   L1 GrowthCo is a Luxembourg company (a société à responsabilité limitée).

(iii)  L1 HeadCo is a Luxembourg company (a société à responsabilité limitée).

(iv)  L1 Holdings is a Luxembourg company (a société anonyme).

Item 2(d).

Title of Class of Securities:

 

 

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

Item 2(e).

CUSIP Number:

 

 

 

88675P103

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

N/A

 

 

Item 4.

Ownership:

 

 

The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Item 5.

Ownership of Five Percent or Less of a Class:

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [   ].

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

N/A

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

 

 

N/A

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

N/A

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

N/A

 

 

Item 10.

Certification:

 

By signing below each of the reporting persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

 

Date:  July 24, 2023

L1 Energy Capital Management S.à.r.l.

 

 

 

By:       /s/ Maxime Nino

 

Maxime Nino

 

Director

 

 

Date:  July 24, 2023

L1 New Energy GrowthCo S.à.r.l.

 

 

 

By:       /s/ Maxime Nino

 

Maxime Nino

 

Manager

Date:  July 24, 2023

L1 New Energy HeadCo S.à.r.l.

 

By:       /s/ Maxime Nino

 

Maxime Nino

 

Manager

Date:  July 24, 2023

Letterone Holdings S.A.

 

 

 

By:       /s/ Maxime Nino

 

Maxime Nino

 

Proxyholder

A.

Joint Filing Agreement, dated as of July 24, 2023, by and among L1 Energy Capital Management S.à.r.l., L1 New Energy GrowthCo S.à.r.l., L1 New Energy HeadCo S.à.r.l. and Letterone Holdings S.A.