Note: SolarJuice Co., Ltd. is a spin-off of SPI Energy Co., Ltd. (“SPI”). After the IPO, SPI will continue to own more than 50% of our voting power. (Incorporated in the Cayman Islands) 

SolarJuice provides solar photovoltaic (PV) based energy solutions for residential and small commercial building markets in Australia and the United States. Through three main business units, SJ Australia, SJ America and SJ Technology, we wholesale and distribute PV modules, solar energy inverters, batteries and storage devices, other solar “balance of system” (“BOS”) components, and accessories to commercial customers located in every state and territory of Australia; we are a roofing contractor and we resell and install solar energy systems to residential and commercial customers in five states in the US and we design, manufacture, and sell PV modules and related products to customers. SJ Australia is a leading wholesaler of PV systems and components in Australia. SJ America installs solar energy systems, energy storage solutions, and roofing products in California, Colorado, Florida, Nevada, and Texas. SJ Technology produces and sells solar PV modules in the US.

Our 80%-owned Australian subsidiary, Solar Juice Pty Ltd, or “SJ Australia,” distributes the most popular brands of solar photovoltaic (“PV”) modules, solar energy inverters, batteries and storage devices, other solar BOS components, and accessories to commercial customers located in every state and territory of Australia. SJ Australia also designs and sells its own private brand of PV products under the trade name “Opal,” including Opal solar modules and “Opal Storage” batteries. Established in September 2009 by founders Rami Fedda and Andrew Burgess, who combined their industry knowledge, supplier networks and sales management skills, SJ Australia has grown into one of Australia’s leading distributors of PV and solar-related products.

Most of SJ Australia’s customers are small installers for rooftop solar energy systems or energy storage units for residential and small commercial buildings. The residential PV installation market in Australia is highly fragmented, comprised of over 7,000 installers with fewer than five employees. To date over 5,000 installers have opened accounts with SJ Australia, and we have over 900 active accounts with installers that have made purchases over the last three months. SJ Australia has established itself as a PV industry leader and hub for installers, so that new entrants to the Australian market come to SJ Australia to support their businesses across the entire country. SJ Australia has embarked upon a significant geographic expansion initiative to New Zealand and other Pacific island nations.

Our U.S. residential roofing and solar installation business, operated by SolarJuice American Inc., or, SJ America, d/b/a Roofs 4 America, performs residential installations and commercial projects for some of the nation’s largest home builders and real estate developers. SJ America holds contractor licenses, as required, in the five states in which it operates, California, Nevada, Texas, Colorado and Florida. For solar and re-roofing projects, we manage the entire process from surveying, design, permitting, installation, final inspection, and connection to the power grid; we may choose to outsource part of this process to third party service providers. With hundreds of installation employees, SJ America is one of only a few residential solar companies with extensive roofing experience.

SJ America entered the installation business in February 2021, upon acquiring certain assets of Petersen-Dean, Inc. and affiliated companies (together, “Petersen-Dean” or “PDI”) in bankruptcy. SJ America had no operations in the United States before acquiring the PDI assets. Petersen-Dean was founded in 1984 and specialized in installing tile or shingle roofs for single family, multi-family or small commercial buildings. PDI entered the rooftop solar panel installation market in 2009 and became a leading roofing products and solar panel installation company in California, partnering with some of the nation’s largest builders and developers for their roofing products and solar panel installations. PDI filed for protection under Chapter 11 of the US Bankruptcy Code in June 2020, after the onset of the COVID-19 pandemic, and during the bankruptcy process, SJ America purchased certain PDI assets relating to roofing products and solar panel installation, including vehicles and equipment, inventory, work-in-progress contracts, and trademarks and trade names, service marks, and books and records. We also hired, subject to a 90-day observation period, 321 former PDI employees experienced in the roofing and solar energy system installation business, and as of August 19, 2022, approximately 148 former PDI employees work for the Company. SJ America has subsequently built a new consumer solar team, with a focus on selling to home owners and owners/lessees of small commercial buildings. Our new consumer solar team is developing capabilities to vertically integrate across system design and engineering, procurement, permitting, construction, grid connection, warranty, system monitoring and maintenance.

In June 2021, we began offering to consumers free cloud-based monitoring and maintenance software services to manage the roofing product and solar panel systems that we install, which can increase customer engagement and our overall online presence. 

With the California mandate for pre-installation of solar energy systems on new homes, our roofing and solar businesses with our homebuilder clients sometimes overlap. SJ America has approximately 100 active roof installation commercial clients, of which 18 clients in California engage us for solar pre-installations. Our consumer re-roofing services include design, permitting, procurement, and installation services, similar to those provided to solar consumers.

In July 2022, SolarJuice made a decision that its SJ America subsidiary would pause its roofing and solar energy system installation business in the states of Florida, Texas, Nevada and Colorado, due to insufficient business volume and profitability in those four states. 

SJ Technology produces “Made-in-America” solar modules under its Solar4America brand.

SJ Technology opened our first US solar module assembly factory in January 2022 in McClellan Park, California, which commenced pilot production in the second quarter of 2022 and began delivering Solar4America brand modules to customers weekly during the third quarter of 2022. We expect to achieve capacity of 650MW per year by the end of 2022. SJ Technology intends to sell most of our American-made solar modules under our own “Solar4America” brand, to distributors, project developers and system integrators, and a small portion of solar modules on an OEM basis. We subleased existing solar module manufacturing facilities with a total floor area of 139,100 square feet located in McClellan Park, acquired certain pieces of solar module assembly equipment from Sunergy California LLC, and additional solar module assembly equipment from YingKou JinChen Machinery Co Ltd and Wuxi Autowell Supply Chain Management Co Ltd. to expand our capacity at the McClellan Park facility. In August 2022, we subleased additional space with a total floor area of 56,000 square feet, adjacent to SJ Technology’s current solar module manufacturing facility at McClellan Park. The expansion will enable us to meet the strong demand for its American-made solar modules. We expect that our production capacity will be further increased to 2.4 GW per year by the end of 2023 as the result acquiring and putting into operation additional solar module assembly equipment and coupled with the utilization of the additional 56,000 square foot facility in McClellan Park, California and well as opening a new facility on the East Coast of the United States.

Inflation Reduction Act of 2022 – New and Expanded Production and Tax Credits for Manufacturers and Projects to Support Clean Energy

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”). The IRA contains provisions which we expect will have a significant impact on the development and financing of clean energy projects in the United States over the next ten years. The IRA includes a number of key changes relevant to clean energy in the United States, among them the extension of the Investment Tax Credit and Production Tax Credit and the addition of expanded tax credits for other technologies and for manufacturing of clean energy equipment as well as terms allowing parties to more easily monetize the tax credits. The IRA also includes some targeted incentives intended to encourage development in low-income communities and the use of domestically produced materials and compliance with certain prevailing wage requirements. The IRA contains a two-tiered credit-amount structure for many applicable tax credits. Specifically, many of the credits have a lower base credit amount that can be increased up to five times if the taxpayer can satisfy applicable prevailing wage or apprenticeship requirements. In general, under the prevailing wage requirements, the IRA requires all laborers, mechanics and workers to be paid the prevailing wage during project construction (and, during the credit term, for repairs and alterations). Separately and subject to certain exceptions, to meet the apprenticeship requirements, qualified apprentices have to perform an applicable percentage of total labor hours for project construction. Further, the IRA establishes certain options to cure the failure to meet either the prevailing wage or apprenticeship requirements.

We believe that two areas of the IRA will have direct significant benefits for us. First, the impact of the new Section 45X of the IRA will be significant to us, especially our SJ Technology business. Under Section 45X, production credits will be available for each eligible solar component that is produced domestically and sold to an unrelated party. Section 45X credits are based on the type of equipment or material manufactured, how much equipment or material is produced, and certain other criteria. We anticipate that Section 45X will spur United States solar manufacturing to a degree that may not yet be fully appreciated. According to Section 45X of the IRA, the Advanced Manufacturing Production Credit (AMPTC) is available for the production of eligible components which includes solar modules, solar wafers, solar cells produced in the United States and sold after December 31, 2022. The amount of the AMPTC for solar modules are mandated to be $0.07 per module capacity in Wdc. SJ Technology produces “Made-in-America” solar modules under its Solar4America brand. The Section 45X production credit encourages innovation and efficiency because, for example, with respect to certain solar components, credits are tied to the productivity of a solar panel rather than its cost, encouraging companies to manufacture higher-efficiency panels rather than raise prices to increase credits.

Secondly, the Residential Clean Energy Credit under the IRA allows residential customers to subtract 30 percent of solar costs off their federal taxes as a tax credit through 2032. If residential customers install solar energy equipment in their residence any time from 2022 through the end of 2032, they are entitled to a nonrefundable tax credit off their federal income taxes, equal to 30 percent of eligible expenses. There’s no dollar limit on those expenses. We believe this increase to a 30% tax credit under the IRA will significantly enhance SJ America’s U.S. residential roofing and solar installation business. If residential customers install solar energy equipment in their residence any time from 2022 through the end of 2032, they are entitled to a nonrefundable tax credit off their federal income taxes, equal to 30 percent of eligible expenses. There’s no dollar limit on those expenses. We believe this increase to a 30% tax credit under the IRA will significantly enhance SJ America’s U.S. residential roofing and solar installation business . According to the Department of Energy, the new IRA’s language covers the same expenses to be eligible for this new solar tax credit, as those that were declining under the expiring old law, including solar photovoltaic (PV) panels – PV cells used to power an attic fan (but not the fan itself), contractor labor; permitting fees, inspection costs and developer fees; all equipment needed to get the solar system running, and storage batteries plus sales taxes on eligible expenses.

We believe having our own branded products provides greater opportunities to differentiate us in a competitive market. especially when certain products are in short supply in the market, such as current market conditions for made-in-America solar modules, which we expect will accelerate our brand and product penetration into the U.S. domestic market. We do not expect to manufacture significant amounts of panels for our installation business.

Our solar modules utilize advanced solar technologies, such as the Passive Emitter and Rear Contact or “PERC” technology and full cell technology. We expect that our high-quality manufacturing capabilities will enable us to produce solar modules meeting the industry’s highest performance standards, and all of our American-made solar modules sold in North America are UL certified.

**Note: Net loss and revenue figures are for the 12 months that ended June 30, 2023.

(Note: SolarJuice Co. Ltd. filed an F-1/A dated Feb. 27, 2024, in which it disclosed that Linton Crystal Technologies Corp. and Hite Hedge Asset Management LLC have each indicated a non-binding interest that they may purchase an aggregate of up to $4.0 million of ordinary shares in this offering at the IPO price. Assuming an IPO price of $5.00 per share – the mid-point of the estimated IPO price range – these potential purchasers may buy up to 800,000 ordinary shares, according to the prospectus.)

(Note: SolarJuice Co. Ltd. filed an F-1/A dated Feb. 8, 2024, and cut the size of its IPO by 58 percent to 3.75 million shares – down from 9.0 million shares – and kept the price range at $4.00 to $6.00 to raise $18.75 million. SolarJuice also disclosed that Roth Capital Partners has replaced Freedom Capital Markets as a joint book-runner to work with Maxim Group, according to that F-1/A filing dated Feb. 8, 2024. Background: SolarJuice Co., Ltd. filed an F-1/A dated Nov. 27, 2023, and disclosed plans for its revived IPO under joint book-runners Maxim Group and Freedom Capital Markets: 9.0 million shares at a price range of $4.00 to $6.00 to raise $45.0 million. SolarJuice also updated its financial statements for the period through June 30, 2023, in its Nov. 27, 2023, filing with the SEC. Background: SolarJuice Co., Ltd. scrapped its previous IPO plans by filing an F-1/A on Sept. 19, 2023, with no terms – just a blank slate – and two joint book-runners – Maxim and Freedom Capital Markets.)

(Background Note on previous IPO plans from 2022 filing: SolarJuice Co., Ltd. downsized its IPO in an F-1/A filing dated Feb. 13, 2023: First, SolarJuice increased the number of shares to 3.0 million ordinary shares – up from 2.5 million ordinary shares – and then it cut the price range to $5.00 to $6.00 – down from $7.00 to $9.00 – to raise $16.5 million, according to an F-1/A filing dated Feb. 13, 2023. Under the new terms, the IPO’s estimated proceeds are $3.5 million less than under the initial terms. That’s a reduction of 17.5 percent in the IPO’s size. SolarJuice disclosed terms for its IPO – 2.5 million ordinary shares at a price range of  $7.00 to  $9.00 to raise $20 million – in an F-1/A filing dated Jan. 19, 2023. SolarJuice updated its IPO plans with an F-1/A dated Nov. 1, 2022, but it did not disclose terms. SolarJuice filed its F-1 on Sept. 16, 2022; confidential filing on June 11, 2021.)