Form SCHEDULE 13G FUELCELL ENERGY INC Filed by: MERUELO ALEX
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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FUELCELL ENERGY INC (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/18/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Alex Meruelo | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,710,500.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The amounts in Rows 6, 8 and 9 consist of (i) 3,600,000 shares of Common Stock held directly by the Trust, (ii) 75,000 shares of Common Stock underlying long call options held by the Trust, expiring August 21, 2026, and exercisable within 60 days of the date hereof, and (iii) 35,500 shares of Common Stock held by Liset Meruelo. Mr. Meruelo is the sole trustee of the Trust. Mr. Meruelo disclaims beneficial ownership of the shares held by Liset Meruelo except to the extent of any voting power or investment power he may have or share.
(2) The percentage in Row 11 is calculated as described in Item 4.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Alex Meruelo Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,675,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The amounts in Rows 6, 8 and 9 consist of (i) 3,600,000 shares of Common Stock held directly by the Trust, and (ii) 75,000 shares of Common Stock underlying long call options held by the Trust, expiring August 21, 2026, and exercisable within 60 days of the date hereof.
(2) The percentage in Row 11 is calculated as described in Item 4.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FUELCELL ENERGY INC | |
| (b) | Address of issuer's principal executive offices:
3 Great Pasture Road, Danbury, Connecticut 06810 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed jointly by Alex Meruelo ("Mr. Meruelo") and the Alex Meruelo Living Trust (the "Trust" and, together with Mr. Meruelo, the "Reporting Persons"). Mr. Meruelo is the sole trustee of the Trust, a revocable trust. The Reporting Persons have entered into a Joint Filing Agreement, dated as of July 13, 2026, a copy of which is filed as Exhibit 99.1 hereto. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 2500 E. Second Street, Reno, Nevada 89595, Attention: Management Office. | |
| (c) | Citizenship:
Mr. Meruelo is a citizen of the United States of America. The Trust is a California trust. | |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Alex Meruelo: 3,710,500
Trust: 3,675,000 | |
| (b) | Percent of class:
Alex Meruelo: 4.6%
Trust: 4.6% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Alex Meruelo: 0;
Trust: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Alex Meruelo: 3,710,500;
Trust: 3,675,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Alex Meruelo: 0;
Trust: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Alex Meruelo: 3,710,500;
Trust: 3,675,000
The percentage ownership set forth in this Schedule 13G is calculated based upon 79,929,602 shares of Common Stock outstanding immediately after the Issuer's underwritten public offering that closed on July 9, 2026 (after giving effect to the full exercise of the underwriters' option to purchase additional shares as disclosed by the Issuer on July 9, 2026), as reported in the Issuer's final prospectus supplement dated July 7, 2026, filed with the Securities and Exchange Commission (the "SEC") on July 8, 2026 pursuant to Rule 424(b)(5). This Schedule 13G is being filed because, as of June 18, 2026, based on 67,608,173 shares of Common Stock outstanding as of June 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2026, filed with the SEC on June 8, 2026, and with 150,000 shares of Common Stock underlying call options then held by the Trust included in the aggregate amount beneficially owned by each Reporting Person, each Reporting Person may have been deemed to beneficially own more than five percent of the Common Stock. On July 6, 2026, the Trust sold 750 call options expiring August 21, 2026, representing 75,000 shares of Common Stock. As of the date hereof, each Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock.
As of the date hereof, the Trust may be deemed to beneficially own 3,675,000 shares of Common Stock. This amount consists of (i) 3,600,000 shares of Common Stock held directly by the Trust, and (ii) 75,000 shares of Common Stock underlying long call options held by the Trust, expiring August 21, 2026, and exercisable within 60 days of the date hereof. Because Mr. Meruelo is the sole trustee of the Trust, and to the extent he may be deemed to have or share voting power or investment power with respect to the shares held by his spouse described below, Mr. Meruelo may be deemed to beneficially own 3,710,500 shares of Common Stock. This amount consists of (i) the 3,675,000 shares of Common Stock beneficially owned by the Trust, and (ii) 35,500 shares of Common Stock held by Liset Meruelo, the spouse of Mr. Meruelo. Mr. Meruelo disclaims beneficial ownership of the shares held by Liset Meruelo, except to the extent Mr. Meruelo actually has or shares voting power or investment power with respect to such shares, and the reporting thereof shall not be construed as an admission that Mr. Meruelo is a beneficial owner of such shares. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my 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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - JOINT FILING AGREEMENT |
ATTACHMENTS / EXHIBITS