Form SD Bloom Energy Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

(Exact name of registrant as specified in its charter)

4353 North First Street

San Jose, CA 95134

(Address of principal executive offices) (Zip code)

Shawn M. Soderberg, EVP, General Counsel & Secretary, (408) 543-1500

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

Introduction

Bloom Energy Corporation (the “Company”) created the first large-scale, commercially viable solid oxide fuel-cell based power generation platform that provides clean and resilient power to businesses, essential services, and critical infrastructure. The Company’s technology, invented in the United States, is the most advanced thermal electric generation technology on the market today. The Company’s fuel-flexible Bloom Energy Servers can use biogas and hydrogen, in addition to natural gas, to create electricity at significantly higher efficiencies than traditional, combustion-based resources. In addition, the Company’s solid oxide platform can also be used to create hydrogen, which is increasingly recognized as a critically important tool necessary for the full decarbonization of the energy economy. Hydrogen is produced from the Company’s Electrolyzer, announced earlier this year and currently in demonstration with certain customers and partners. The Company has a broad array of enterprise customers from various industries for its Energy Servers, who value reliable, sustainable and cost predictable energy. The Company also has strong relationships with some of the largest utility companies in the United States and the Republic of Korea.

The Company has determined that two products manufactured or contracted to be manufactured contained tin, tungsten, tantalum and/or gold or its derivatives that were necessary to their functionality or production: the Bloom Energy Server, a stationary power generation platform and the Bloom Energy Electrolyzer, a stationary producer of green hydrogen.

The Company’s Conflict Minerals Policy is available on its website at http://www.bloomenergy.com/supplychain. The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.

Section 1 – Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, the Company has filed this Form SD in respect of the reporting period January 1, 2021 to December 31, 2021, and the associated Conflict Minerals Report, which appears as Exhibit 1.01 hereto and is publicly available on the Company’s website at www.bloomenergy.com.

Item 1.02 Exhibit    

The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 – Exhibits

The following exhibit is filed as part of this report.

Item 3.01 Exhibits

Exhibit 1.01 – Conflict Minerals Report for the period January 1 to December 31, 2021 as required by Items 1.01 and 1.02 of this Form SD.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Exhibit 1.01

Bloom Energy Corporation

Conflict Minerals Report

For Year Ended December 31, 2021

This Conflict Minerals Report (“Report”) for the year ended December 31, 2021 has been prepared by the management of Bloom Energy Corporation (herein referred to as “Bloom Energy”). The information includes the activities of all majority-owned subsidiaries and variable interest entities that are consolidated.

As used in this Report, “3TGs” means tin, tungsten, tantalum and/or gold or its derivatives and “Covered Countries” means the Democratic Republic of the Congo (“DRC”) and its nine adjoining countries; Angola, Burundi, Central African Republic, Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia.

INTRODUCTION

Product Covered by This Report

Pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (from here on referred to “Section 1502 of the Dodd-Frank Act” or “the Rule”), the 2021 calendar year is the third year that Bloom Energy is filing a Conflict Minerals Report.

Bloom Energy has determined that only two products manufactured or contracted to be manufactured contained 3TGs that were necessary to their functionality or production: the Bloom Energy Server, a stationary power generation platform and the Bloom Energy Electrolyzer, a stationary producer of hydrogen (the “Covered Products”) .

Bloom Energy conducted in good faith a reasonable country of origin inquiry (“RCOI”) to determine whether any of the 3TGs in the Covered Products originated in the Covered Countries by engaging with certain suppliers who provided materials that may contain 3TG that was used in the Covered Products (“In-Scope Suppliers”). Based on Bloom Energy’s RCOI, Bloom Energy had reason to believe that its Covered Products could contain 3TGs that originated in the Covered Countries. Therefore, in accordance with Section 1502 of the Dodd-Frank Act, Bloom Energy performed due diligence on the source and chain of custody of the 3TGs.

Reasonable Country of Origin Inquiry

To assist Bloom Energy with its determination whether 3TGs, necessary for its Covered Products originated in Covered Countries, Bloom Energy engaged a third-party service provider, Source Intelligence (“SI”). SI provided Bloom Energy with access to its platform that tracks supplier communications and provides additional tools that support the internationally recognized due diligence framework set forth in the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements on Tin, Tantalum and Tungsten, and on Gold (the “OECD Guidance”). For example, the SI platform has functionality that evaluates the quality of each supplier’s response and assigns a health score based on the supplier’s declaration. The metrics provided in this Report, as well as the step-by-step process for supplier engagement and upstream due diligence investigations performed, are managed through the SI platform.

Bloom Energy provided a list of In-Scope Suppliers to SI for upload to the SI platform. SI assisted with the evaluation of Bloom Energy’s supply chain information regarding 3TGs, identification of potential risks, and development and implementation of additional due diligence steps. Bloom Energy communicated regularly with SI services team concerning program status. SI’s team members are trained in conflict minerals compliance and understand the intricacies of the CMRT (as defined below), conflict minerals reporting, and generally, Section 1502 of the Dodd-Frank Act.

Bloom Energy’s RCOI process included conducting an inquiry of its In-Scope Suppliers using the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative (“RMI”). Bloom Energy does not have direct supply contracts with the providers of raw materials used in the Covered Products and Bloom Energy does not directly source 3TGs. Bloom Energy sources components and materials from suppliers, which in turn, source materials, components and products from their suppliers.

Bloom Energy used SI’s platform to request that the In-Scope Suppliers complete the CMRT to collect data on the sources of origin of the materials necessary for the Covered Products. Suppliers then uploaded their completed CMRTs directly to the platform for validation, assessment and management. SI monitored and tracked all communications in its platform for future reporting and transparency. Bloom Energy directly contacted suppliers that were unresponsive to SI’s communications and requested that they complete and submit the CMRT.

Bloom Energy’s program includes automated data validation on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. This data validation is based on questions within the declaration tab of the CMRT which helps to identify areas that require further classification or risk assessment, as well as to understand the due diligence efforts of the In-Scope Suppliers. The results of this data validation contribute to the program’s health assessment and are shared with the In-Scope Suppliers to support their understanding of areas that need their clarification or improvement.

All submitted CMRT forms were accepted and classified as valid or invalid. The “invalid” classification can be the result of a number of factors, including incomplete tabs and can also occur when the supplier uses an obsolete template instead of the current version. A supplier who submits an invalid form is contacted and encouraged to submit a valid form. Suppliers receive feedback on their submissions and guidance on correcting validation errors and may seek assistance from SI’s multilingual Supplier Experience team or on-line training. Data concerning suppliers who remain unresponsive to feedback is tracked as a program gap for future improvement.

As of March 1, 2022, Bloom Energy had 168 In-Scope Suppliers. 155 (or ~92%) of the In-Scope Suppliers completed a valid CMRT. This helped Bloom Energy determine the countries of origin for nearly all of the 3TGs in the Covered Products.

DUE DILIGENCE

Bloom Energy designed its due diligence measures to conform with the OECD Guidance in all material respects and endeavored to align its program with the five steps for due diligence described in the OECD Guidance. Bloom Energy continues to evaluate market expectations for data collection and reporting to make improvements to its program.

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Bloom Energy is a downstream consumer of 3TGs and does not purchase raw minerals directly from any mines, smelters or refiners or any of the Covered Countries. Bloom Energy’s supply chain is extensive and complex with many layers of suppliers positioned between Bloom Energy and 3TG smelters and refiners. Therefore, to execute due diligence, Bloom Energy must rely on data from its direct suppliers and third-party audit programs. As Bloom Energy does not solely control these processes, there is a risk of incomplete or inaccurate data. However, multiple supplier-outreach efforts and process validation steps help mitigate this risk. Bloom Energy believes this due diligence process aligns with industry standards and market expectations for downstream companies.

Step One: Establish Strong Company Management Systems

Internal Compliance Team

Bloom Energy established a cross-functional Conflict Minerals Team led by the Executive Vice President, Chief Operations Officer. The Conflict Minerals Team is responsible for implementing Bloom Energy’s responsible sourcing strategy and for briefing senior management on the results of due diligence.

Conflict Minerals Policy

In May 2020, Bloom Energy adopted a Policy on Responsible Sourcing of Minerals articulating the due diligence process and Bloom Energy’s commitment to reporting obligations regarding 3TGs originating in the Covered Countries. The Policy is publicly available at bloomenergy.com/supplychain.

Control Systems

Bloom Energy relies on its direct suppliers to provide information on the origin of the 3TGs contained in components and materials that they supply to Bloom Energy, such as sources of 3TGs that the suppliers purchase from their lower-tier suppliers. However, Bloom Energy expects all suppliers to have policies and procedures in place that work toward ensuring that all 3TGs used in the production of the products sold to Bloom Energy are sourced from smelters or refiners that conform with an independent responsible mineral sourcing validation program.

Supplier Engagement

Bloom Energy has a strong relationship with its In-Scope Suppliers. Bloom Energy engages directly with its In-Scope Suppliers to request a valid CMRT for the products that they supply to Bloom Energy. To strengthen supplier education and training, Bloom Energy provides In-Scope Suppliers with access to the SI platform, at no-charge, to upload their CMRTs as well as to seek help-desk support in their native language from SI’s team of supplier support specialists. Suppliers can also participate in SI’s online library of conflict minerals training.

Grievance Mechanisms

Bloom Energy has established multiple grievance mechanisms whereby employees, suppliers and other third parties can report violations of its policies. In Bloom Energy’s Policy on Responsible Sourcing, Bloom Energy has published a dedicated email address for suppliers to contact the Bloom Energy Supplier Team to ask questions regarding the collection of CMRTs and to report any violations of this policy within the supply chain. In addition, employees and third parties have access to the Bloom Energy Helpline to ask questions, communicate concerns or report potential violations of applicable law or company policies, which is publicly available at BloomEnergy.ethicspoint.com.

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In the event that employees and suppliers wish to contact Bloom Energy’s Board of Directors, Bloom Energy also publishes the Board’s address in its Global Code of Business Conduct and Ethics, available on Bloom Energy’s website under the Investors section. Finally, violations or grievances at the industry level can be reported directly to RMI at: www.responsiblemineralsinitiative.org/responsible-minerals-assurance-process/grievance-mechanism/.

Records Management

SI’s platform also includes a document retention policy to retain any conflict minerals-related documents, including supplier responses to CMRTs and the sources for each reporting period. Bloom Energy stores all of the information and findings from this process in a database that can be audited by internal or external parties.

Step Two: Identify and Assess Risks in the Supply Chain

Risks associated with supplier CMRT content are identified by SI based on criteria established for supplier responses. Supplier responses were evaluated for plausibility, consistency and gaps. If any of the foregoing quality control flags were raised, were automatically contacted by the SI platform to correct any inconsistencies.

Risks at the supplier level may include non-responsive suppliers down the supply chain, incomplete CMRTs, or CMRTs that are submitted that are not specific to the Covered Products. Additionally, some suppliers could not provide a comprehensive list of all smelters or refiners in their supply chains.

Risks were identified by assessing the due diligence practices and status of smelters and refiners identified in the supply chain by upstream suppliers who listed smelters and refiners on their CMRT declarations. To determine if the facilities met the recognized definition of a 3TG processing facility that was operational during the 2021 calendar year, SI compared these facilities to the RMI list of smelters and refiners. SI relied on the RMI audit standard, including cross-recognition of the London Bullion Market Association (“LBMA”) Good Delivery Program and the Responsible Jewelry Council (“RJC”) Chain of Custody Certification, which are developed according to global standards, including the OECD Guidance.

SI determined if the smelter or refiner had been audited against a standard that conforms to the OECD Guidance, such as the Responsible Minerals Assurance Process (“RMAP”). As discussed earlier, Bloom Energy does not have a direct relationship with smelters and refiners, and does not perform direct audits of these entities within the supply chain. In cases where a smelter’s due diligence practices have not been audited against RMAP or a similar independent standard, or RMAP considers a smelter to be non-conforming, Bloom Energy followed-up with suppliers reporting those facilities. Smelters are then assessed for potential sourcing risk.

Each facility that meets the definition of a smelter or refiner of a 3TG mineral is assessed using the red-flag indicators in the OECD Guidance. SI uses numerous factors to determine the level of risk that each smelter poses to the supply chain by identifying red flags. These factors include:

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Risk mitigation activities are initiated when a supplier’s CMRT reports smelters of concern. Suppliers with submissions that include smelters or refiners of concern are provided with feedback instructing that supplier to take their own independent risk mitigation actions. Additional escalation may be necessary to address any continued sourcing from these smelters of concern. In addition, In-Scope Suppliers are guided to the educational materials on mitigating the risks identified through the data collection process.

In-Scope Suppliers are also evaluated on program strength, which will assist Bloom Energy with making key risk mitigation decisions as its program progresses. The criteria used to evaluate the strength of the program is based on questions in the CMRT related to the suppliers’ conflict minerals practices and policies.

Step Three: Design and Implement a Strategy to Respond to Identified Risks

Bloom Energy has developed a process to assess and respond to the risks identified in the supply chain as well as to manage and monitor risk. Communications were sent to non-responsive suppliers to communicate the importance of their completion of the CMRT and their support of Bloom Energy’s compliance with the Rule and Bloom Energy’s expectations.

Suppliers received feedback on their submissions as well as educational resources regarding corrective action methods and potential improvements for their internal programs. Bloom Energy encouraged suppliers that may be supplying 3TGs from sources that may support conflict in the Covered Countries to endeavor to seek an alternative source of 3TGs that does not support such conflict, as provided in the OECD Guidance. SI also communicates directly with smelters that have not yet been determined to be conformant with the RMAP to seek data on sourcing and to encourage their involvement with the RMI program.

In cases where suppliers have continuously been non-responsive or do not appear to be committed to corrective action plans, Bloom Energy assesses internally if replacing that supplier is feasible. The results of the program and risk assessment are shared with both the Conflict Minerals Team and senior management to support transparency within Bloom Energy.

Step Four: Support the Development and Implementation of Independent Third-Party Audits

As discussed above, Bloom Energy does not have a direct relationship with any 3TG smelters or refiners and does not perform or direct audits of these entities within the supply chain. Instead, Bloom Energy relies on third-party audits of smelters and refiners conducted as part of the RMAP. The RMAP uses independent private-sector auditors, and audits the source, including the mines of origin, and the chain of custody of the conflict minerals used by smelters and refiners that agree to participate in the program.

SI also attempts to directly contact smelters and refiners that are not currently enrolled in the RMAP to encourage their participation and gather information regarding each facilities’ sourcing practices on behalf of its compliance partners.

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Step Five: Report Annually on Supply Chain Due Diligence

Bloom Energy has filed this Report and a Form SD for the year ended December 31, 2021 with the United States Securities and Exchange Commission (“SEC”). As indicated in the Form SD, this Report is publicly available at investor.bloomenergy.com/. Bloom Energy’s Policy on Responsible Sourcing of Minerals is also publicly available at bloomenergy.com/supplychain.

RCOI AND DUE DILIGENCE RESULTS

Supply Chain Outreach Results

Supply chain outreach is required to identify the upstream sources of origin of 3TG. In accordance with industry standards, CMRTs are sent to and requested from In-Scope Suppliers, who are expected to follow this process until the smelter and refiner sources are identified. For the 2021 reporting year, Table 1 sets out the result of Bloom Energy’s supply chain outreach.

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Table 1

SUPPLY CHAIN OUTREACH METRICS

Upstream Data Transparency

As mentioned above, Bloom Energy is a downstream consumer of 3TGs and does not purchase raw minerals directly from any mines, smelters or refiners or any of the Covered Countries. Bloom Energy’s supply chain is extensive and complex with many layers of suppliers positioned between Bloom Energy and 3TG smelters and refiners. Therefore, to execute due diligence, Bloom Energy must rely on data from its direct suppliers and third-party audit programs. As Bloom Energy does not solely control these processes, there is a risk of incomplete or inaccurate data. However, multiple supplier-outreach efforts and process validation steps help mitigate this risk. Bloom Energy believes this due diligence process aligns with industry standards and market expectations for downstream companies.

All known smelters and refiners listed by suppliers in completed CMRTs (which appear on the RMI-maintained smelters list as of May 1, 2022) are set out in Appendix A. As is a common practice when requests are sent upstream in the supply chain, those companies who purchase materials from smelters may not be able to discern exactly which of their products contain the materials. As a result, those companies who provide a list of smelters and refiners tend to list all smelters and refiners from which they may purchase within the reporting period. Although the potential for over-reporting is understood, Bloom Energy has taken measures to validate these sources of origin against validated audit programs intended to verify the material types and mine sources of origin for these smelters and refiners. Therefore, the smelters or refiners listed in Appendix A as sources are likely to be more comprehensive than the list of smelters or refiners that actually processed the 3TGs in the Covered Products.

In accordance with OECD Guidance, suppliers that identified specific smelters or refiners of concern in their CMRT were contacted to communicate the potential for risk and to evaluate whether or not these smelters or refiners could be connected to the Covered Products. Bloom Energy obtained RCOI data through the SI platform and with the help of SI this data was used to determine the 3TG country of origin for the 332 smelters and refiners identified in Bloom Energy’s supply chain. The RMAP classifies smelters and refiners audit status in the following manner:

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As Bloom Energy does not directly purchase from any mines, smelters or refiners, nor does the majority of its In-Scope Suppliers, Bloom Energy has very little influence over their sourcing. Bloom Energy relies, to a large extent, on the information provided by independent third-party audit programs. Such sources of information may contain incomplete or inaccurate data, and may be subject to fraud.

Bloom Energy has determined that a portion of the 3TGs contained in the Covered Products originated from the Covered Countries, but Bloom Energy was unable to determine the origin of all the 3TG in the Covered Products. As of the date of this Report and for the reporting period covered by this Report, Bloom Energy has not identified a supplier, smelter or refiner that Bloom Energy has reason to believe is sourcing 3TG contained in the Covered Products that is directly or indirectly financing or benefiting an armed group. However, given that Bloom Energy has received insufficient information with respect to certain smelters and refiners that may have provided 3TG for the Covered Products, Bloom Energy has not determined that the Covered Products are “DRC conflict-free.”

Due Diligence Improvement Efforts

Bloom Energy will continue to communicate its expectations and information requirements to its In-Scope Suppliers and continue to work towards a conflict-free supply chain. In addition, Bloom Energy will continue to make inquiries of its In-Scope Suppliers and undertake additional risk assessments when potentially relevant changes in facts or circumstances are identified. If Bloom Energy becomes aware of a supplier whose due diligence process or reporting needs improvement, Bloom Energy currently intends to continue the trade relationship while that supplier improves its compliance program. Bloom Energy expects its In-Scope Suppliers to take similar measures with their suppliers to ensure alignment throughout the supply chain.

In addition to the plans described above, Bloom Energy will undertake the following steps during the next reporting period:

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Additional Information

The statements above are based on the RCOI process and due diligence performed in good faith by Bloom Energy. These statements are based on information available at the time. A number of factors could introduce errors or otherwise affect Bloom Energy’s status with respect to this Report. These factors include, but are not limited to, gaps in supplier data, gaps in smelter data, errors or omissions by suppliers or smelters, evolving definition and confirmation of smelters, incomplete information from industry or other third-party sources, all instances of conflict minerals necessary to the functionality or manufacturing of the Covered Products possibly not yet having been identified, gaps in supplier education and knowledge, timeliness of data, public information not discovered during a reasonable search, language barriers and translation, oversights or errors in conflict free smelter audits, Covered Countries sourced materials being declared secondary materials, companies in Bloom Energy’s supply chain going out of business, certification programs being not equally advanced for all industry segments and metals, updated guidance regarding the SEC final rules, and smuggling of conflict minerals from the Covered Countries to countries beyond the Covered Countries.

The information contained on any website referred to in this Report does not form any part of this Report or Form SD and is not incorporated by reference herein unless expressly noted.

Countries of Origin

Appendix B includes an aggregated list of countries of origin from which the reported facilities collectively source 3TGs. This list is based on information provided through the CMRT data collection process from direct smelter outreach and the RMAP. As mentioned above, it is understood that many responses may provide more data than can be directly linked to the sale of the Covered Products by Bloom Energy, therefore, Appendix B may contain more countries than those from which the Covered Products are sourced.

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APPENDIX A: SMELTER LIST

APPENDIX B: COUNTRIES OF ORIGIN

This Appendix B includes the countries from which the declared are known to source material.