European countries suspend Syrian asylum decisions after Assad's fall
Walmart becomes latest – and biggest – company to roll back its DEI policies
AP Trending SummaryBrief at 5:46 p.m. ESTCALGARY, Alberta, Nov. 25, 2024 (GLOBE NEWSWIRE) -- Carbeeza Inc. (" Carbeeza " or the " Company ") (TSXV:AUTO) (OTCQB: CRBAF) announces that Maria Nathanail and Evan Baptie have resigned as directors of the Company, effective November 22, 2024. "Maria and Evan have provided sound advice with respect to corporate governance and on behalf of the Board Directors we all wish to thank them for their service in this regard," said Sandro Torrieri, CEO. The Company continues to meet all independent director requirements and is currently actively seeking new directors to fill these recent vacancies. Carbeeza Inc. Carbeeza is a Canadian-based software company whose platform is targeted to the automotive marketplace. It is the first application to harness the power of Artificial Intelligence to accurately predict the best financing scenario for consumers, all while keeping the consumer anonymous. Using state-of-the-art technology, Carbeeza brings the process of buying a car right to the phone, tailor-made for the consumer. Carbeeza is highly beneficial to both consumers and auto dealers. ON BEHALF OF THE BOARD OF DIRECTORS OF CARBEEZA INC. Sandro Torrieri, Chief Executive Officer Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. For further information please contact: Sandro Torrieri, Chief Executive Officer Email: Investorrelations@carbeeza.com Telephone: 1-855-216-8802 Website: www.carbeeza.com
Grand Rapids Designer Andy Yates Featured in Business Insider for His Critique of 2024 Home Design Trends 11-25-2024 10:40 PM CET | Politics, Law & Society Press release from: ABNewswire Michigan Interior Designer Andy Yates Award-winning interior designer Andy Yates, known for merging timeless design with personalized flair, has been featured in Business Insider discussing outdated home trends for 2024. Yates critiques excessive boucle and beige walls, offering innovative, practical design alternatives that reflect Michigan's dynamic aesthetic sensibilities. Grand Rapids, MI - Renowned interior designer Andy Yates, whose award-winning firm is based near the Michigan Lakeshore, has been prominently featured in a recent Business Insider article [ https://www.businessinsider.com/worst-home-decorating-trends-this-year-interior-designers-2024 ] examining outdated home decorating trends for 2024. Yates, celebrated for his ability to merge timeless design principles with personalized touches, offers critical insights that resonate with the dynamic aesthetic sensibilities of Michigan's design scene. As part of a broader conversation about impractical and overdone trends, Yates highlighted the pitfalls of excessive boucle and beige walls, offering practical alternatives rooted in his signature approach to creating warm, inviting spaces. He suggested that boucle, while visually appealing, should be used sparingly and paired with other textures to prevent monotony. "It's about creating depth and dynamism," Yates remarked, emphasizing a balanced use of materials. On beige walls, Yates didn't mince words, describing them as "flat and boring, like an unseasoned meal." He advocates layering neutral tones with complementary colors such as warm terracotta, forest green, or deep navy to inject vibrancy into spaces-an approach that echoes the natural beauty of the Michigan Lakeshore and the rich hues of Grand Rapids' changing seasons. The Michigan design community, particularly along the Lakeshore and in affluent areas such as Ada, has seen a rise in demand for personalized, thoughtful interiors that balance form and function. Yates' critique of fleeting trends aligns with the region's growing preference for timeless, practical design. The area is no stranger to innovative design solutions, as Grand Rapids-known as "Furniture City"-has long been a hub for high-quality craftsmanship and forward-thinking design. Yates' work is a testament to this heritage, blending the area's legacy of quality with modern sensibilities. Building on his recent feature in Taste of Home [ https://www.openpr.com/news/3742002/michigan-interior-designer-andy-yates-shares-expertise-in-taste ], Andy Yates has also been highlighted in Business Insider for his expert insights into outdated home decorating trends for 2024. This feature further underscores Yates' position as a leading voice in interior design, offering practical and stylish solutions that resonate with today's homeowners. His critique of fleeting design trends, like excessive boucle and beige walls, aligns with his philosophy of creating personalized, timeless interiors."This recognition from Business Insider highlights not only my work but also the incredible design energy here in Michigan," Yates said. "Grand Rapids and the Lakeshore are home to some of the most innovative and thoughtful design approaches in the country. It's an honor to represent this community in the national conversation." Yates' inclusion in the article further solidifies his reputation as a thought leader in the Michigan design scene and beyond. From his base in Ada, Yates collaborates with clients across the Lakeshore, transforming spaces into havens of comfort and style. His design philosophy-rooted in research, collaboration, and meticulous attention to detail-has made him a trusted figure in Michigan's design circles. Media Contact Company Name: Andy Yates Design Contact Person: Andy Yates Email:Send Email [ https://www.abnewswire.com/email_contact_us.php?pr=grand-rapids-designer-andy-yates-featured-in-business-insider-for-his-critique-of-2024-home-design-trends ] Phone: (616) 287-3871 Address:134 Manchester Rd SW City: Wyoming State: Michigan 49548 Country: United States Website: https://www.instagram.com/andyyatesdesign/ This release was published on openPR.Travis Kelce's "package" gets internet talking: 'Must have been cold'
Jared Birchall, Elon Musk’s money manager and the head of his family office, is listed as the chief executive officer. Jehn Balajadia, a longtime Musk aide who has worked at SpaceX and the Boring Co., is named as an official contact. But they’re not connected to Musk’s new technology venture, or the political operation that’s endeared him to Donald Trump. Instead, they’re tied to the billionaire’s new Montessori school outside Bastrop, Texas, called Ad Astra, according to documents filed with state authorities and obtained via a Texas Public Information Act request. The world’s richest person oversees an overlapping empire of six companies — or seven, if you include his political action committee. Alongside rockets, electric cars, brain implants, social media and the next Trump administration, he is increasingly focused on education, spanning preschool to college. One part of his endeavor was revealed last year, when Bloomberg News reported that his foundation had set aside roughly $100 million to create a technology-focused primary and secondary school in Austin, with eventual plans for a university. An additional $137 million in cash and stock was allotted last year, according to the most recent tax filing for the Musk Foundation. Ad Astra is closer to fruition. The state documents show Texas authorities issued an initial permit last month, clearing the way for the center to operate with as many as 21 pupils. Ad Astra’s website says it’s “currently open to all children ages 3 to 9.” The school’s account on X includes job postings for an assistant teacher for preschool and kindergarten and an assistant teacher for students ages 6 to 9. To run the school, Ad Astra is partnering with a company that has experience with billionaires: Xplor Education, which developed Hala Kahiki Montessori school in Lanai, Hawaii, the island 98% owned by Oracle Corp. founder Larry Ellison. Ad Astra sits on a highway outside Bastrop, a bedroom community about 30 miles from Austin and part of a region that’s home to several of Musk’s businesses. On a visit during a recent weekday morning, there was a single Toyota Prius in the parking lot and no one answered the door at the white building with a gray metal roof. The school’s main entrance was blocked by a gate, and there was no sign of any children on the grounds. But what information there is about Ad Astra makes it sound like a fairly typical, if high-end, Montessori preschool. The proposed schedule includes “thematic, STEM-based activities and projects” as well as outdoor play and nap time. A sample snack calendar features carrots and hummus. While Birchall’s and Balajadia’s names appear in the application, it isn’t clear that they’ll have substantive roles at the school once it’s operational. Musk, Birchall and Balajadia didn’t respond to emailed questions. A phone call and email to the school went unanswered. Access to high-quality, affordable childcare is a huge issue for working parents across the country, and tends to be an especially vexing problem in rural areas like Bastrop. Many families live in “child care deserts” where there is either not a facility or there isn’t an available slot. Opening Ad Astra gives Musk a chance to showcase his vision for education, and his support for the hands-on learning and problem solving that are a hallmark of his industrial companies. His public comments about learning frequently overlap with cultural concerns popular among conservatives and the Make America Great Again crowd, often focusing on what he sees as young minds being indoctrinated by teachers spewing left-wing propaganda. He has railed against diversity, equity and inclusion efforts, and in August posted that “a lot of schools are teaching white boys to hate themselves.” Musk’s educational interests dovetail with his new role as Trump’s “first buddy.” The billionaire has pitched a role for himself that he — and now the incoming Trump administration — call “DOGE,” or the Department of Government Efficiency. Though it’s not an actual department, DOGE now posts on X, the social media platform that Musk owns. “The Department of Education spent over $1 billion promoting DEI in America’s schools,” the account posted Dec. 12. Back in Texas, Bastrop is quickly becoming a key Musk point of interest. The Boring Co., his tunneling venture, is based in an unincorporated area there. Across the road, SpaceX produces Starlink satellites at a 500,000-square-foot facility. Nearby, X is constructing a building for trust and safety workers. Musk employees, as well as the general public, can grab snacks at the Boring Bodega, a convenience store housed within Musk’s Hyperloop Plaza, which also contains a bar, candy shop and hair salon. Ad Astra is just a five-minute drive away. It seems to have been designed with the children of Musk’s employees — if not Musk’s own offspring — in mind. Musk has fathered at least 12 children, six of them in the past five years. “Ad Astra’s mission is to foster curiosity, creativity, and critical thinking in the next generation of problem solvers and builders,” reads the school’s website. A job posting on the website of the Montessori Institute of North Texas says, “While their parents support the breakthroughs that expand the realm of human possibility, their children will grow into the next generation of innovators in a way that only authentic Montessori can provide.” The school has hired an executive director, according to documents Bloomberg obtained from Texas Health and Human Services. Ad Astra is located on 40 acres of land, according to the documents, which said a 4,000-square-foot house would be remodeled for the preschool. It isn’t uncommon for entrepreneurs to take an interest in education, according to Bill Gormley, a professor emeritus at the McCourt School of Public Policy at Georgetown University who studies early childhood education. Charles Butt, the chairman of the Texas-based H-E-B grocery chain, has made public education a focus of his philanthropy. Along with other business and community leaders, Butt founded “Raise Your Hand Texas,” which advocates on school funding, teacher workforce and retention issues and fully funding pre-kindergarten. “Musk is not the only entrepreneur to recognize the value of preschool for Texas workers,” Gormley said. “A lot of politicians and business people get enthusiastic about education in general — and preschool in particular — because they salivate at the prospect of a better workforce.” Political moves Musk spent much of October actively campaigning for Trump’s presidential effort, becoming the most prolific donor of the election cycle. He poured at least $274 million into political groups in 2024, including $238 million to America PAC, the political action committee he founded. While the vast majority of money raised by America PAC came from Musk himself, it had support from other donors. Betsy DeVos, who served as education secretary in Trump’s first term, donated $250,000, federal filings show. The Department of Education is already in the new administration’s crosshairs. Trump campaigned on the idea of disbanding the department and dismantling diversity initiatives, and he has also taken aim at transgender rights. “Rather than indoctrinating young people with inappropriate racial, sexual, and political material, which is what we’re doing now, our schools must be totally refocused to prepare our children to succeed in the world of work,” Trump wrote in Agenda 47, his campaign platform. Musk has three children with the musician Grimes and three with Shivon Zilis, who in the past was actively involved at Neuralink, his brain machine interface company. All are under the age of 5. Musk took X, his son with Grimes, with him on a recent trip to Capitol Hill. After his visit, he shared a graphic that showed the growth of administrators in America’s public schools since 2000. Tuition costs Musk is a fan of hands-on education. During a Tesla earnings call in 2018, he talked about the need for more electricians as the electric-car maker scaled up the energy side of its business. On the Joe Rogan podcast in 2020, Musk said “too many smart people go into finance and law.” “I have a lot of respect for people who work with their hands and we need electricians and plumbers and carpenters,” Musk said while campaigning for Trump in Pennsylvania in October. “That’s a lot more important than having incremental political science majors.” Ad Astra’s website says the cost of tuition will be initially subsidized, but in future years “tuition will be in line with local private schools that include an extended day program.” “I do think we need significant reform in education,” Musk said at a separate Trump campaign event. “The priority should be to teach kids skills that they will find useful later in life, and to leave any sort of social propaganda out of the classroom.”
Australian men's 100m record holder Patrick Johnson has lauded the "effortless" running style of 16-year-old sensation , saying it's only a matter of time before the youngster adds a second national sprinting record to the 200m mark he set over the weekend. Gout Gout continues to be the talking of Australian sport following his exploits at the Australian Schools Athletics Championships in Brisbane, where he broke Peter Norman's 56-year-old national mark and set the fastest 200m time [20.04] for a 16-year-old in history. Add to that two blistering runs in the 100 and it's easy to see why vision of Gout Gout's performances spread like wildfire across social media, garnering worldwide attention in the process. Johnson was among those to get swept up in the performances, the two-time Olympian and fastest Australian ever over 100m in awe of Gout Gout's rapid rise. "It was an amazing result. I was really proud to see a young kid come up and produce some results that no one was expecting, even though he had already showed that ability and talent winning a silver medal at the world under 20s championships," Johnson told ESPN. "But I'm really proud that Australia is in a really good space, particularly with the performances across the schools [championships], we've got many young kids coming through the system that are going to create history. "But his result was just a proud moment for me and this country, it shows you that there is just so much talent in this country, and it's now bubbling to surface... I think it's just his smooth, relaxed running. He's similar to Bolt, they say, but I think he is just running the way he runs and is comfortable doing so. But if you look at the way he runs, he's also a very good technical runner. "He's shown at a young age what he can do; no doubt he wants my record and he'll have my record at some stage. And I'm really happy that I was the first [Australian to break 10 seconds] but I'll never be the last." For context, Gout Gout's 200m time in Brisbane would have been good enough for sixth in the men's Olympic final for the same event in Paris in August. But he wasn't the only athlete to catch the eye in Brisbane over the weekend, with Terrell Thorne setting a new national under-18s record for 400m [45.64], while Thewbelle Philp became the third fastest Australian woman ever over 100m when she clocked 11.38 to set a new national mark at under-17 level. It all points to a golden era, of sorts, for Australian athletics, fresh off the back of the country's best Olympics in track and field since the 1968 Mexico Games. There is however no debate around who the standout star is, with Johnson predicting Gout Gout will before too long have captured his national 100m mark of 9.93, set back in 2003, on his way to global sprinting stardom. "I hope so, because he's really proved that he's got the talent and ability [to break my record]," Johnson said. "But we should also make sure that we don't put too much pressure on him too early, he's still young, and that is going to be the big thing now -- how we nurture and support him. "If you look to the next Olympics and further ahead to 2032, he's got incredible potential to break records and shine a light on the talent in this country, and I'm really conscious that [coach] Di [Sheppard] and his family, that he has got the best team around him because the spotlight is going to come on him hard. "He is still a kid, so we need to let him enjoy being a kid, because the world will come very quickly at him and ask him to perform under the spotlight and the pressure. When he joins the circuit and the intense racing overseas, it's really important that they manage that really well -- and no doubt they will." After blitzing his under-18 100m heat with an illegal wind at his back in Brisbane, Gout Gout then missed the start in the final but still fought back to win and set a new national age mark of 10.17. Johnson said Gout Gout still had plenty to learn on the track, but the scope for improvement in his performances was huge given he is just 16. "There's a lot of areas that he has to work on, but he is only going to get stronger, he still hasn't come close to what his full strength, flexibility and speed might be," Johnson told ESPN. "And it's also the mental fortitude as well, he will go overseas and run against some of the more seasoned campaigners, which will be a great test. "But the Peter Norman record, he even said he didn't expect to break it this year, he knew he was going to have a crack, but he was surprised to break it this early. But we don't want to set too much expectation on him, we've got to let him enjoy being a kid, enjoy running and the rest will fall into place." Gazing a little further ahead to the 2032 Olympics in Brisbane, when Gout Gout would be in his sprinting prime at 24, Australia could be set for one of the most incredible moments in the nation's sporting history. Whether it is on the same track that Gout Gout scorched last weekend or a rebuilt Gabba remains to be seen, but Johnson said the 2032 Games presented a tantalising prospect. "Outside of what is happening right now [with the stadium debate] I have no doubt that we will deliver the best Games in history; I know I'm biased as a Queenslander and an Australian, but we'll beat Sydney," he joked. "But let's make sure he stays in track-and-field because there will be many other sports eyeing him off. So we all need to support him to let him live out his dreams and be the best runner that he can be, because we've all seen the level of talent and ability he has, and I look forward to seeing him break many more records and putting this country of ours on the world athletics stage."Divisive Rhetoric On Religion Harms Constitutional Unity: Supreme Court Judge
NoneGaetz teases new role in Trump world after failed AG bid
All of Inter Milan’s goals against Hellas Verona in their 5-0 Serie A win were onside, while Pawel Dawidowicz could have seen red. This is the view in today’s print edition of Milan-based newspaper Gazzetta dello Sport, via FCInterNews , who assess referee Andrea Colombo’s performance. When Inter and Verona faced off in January of this year, there was some refereeing controversy. This concerned the decision not to disallow a late Inter goal despite an apparent foul by defender Alessandro Bastoni in the buildup. Therefore, there was perhaps going to be some attention on the officiating in yesterday’s match at the Stadio Marcantonio Bentegodi. But in the end, the refereeing was hardly the story. Inter scored five goals without reply inside the first half of the match to hit the ground running on their return to Serie A action from the international break. All Inter Goals Vs Verona Onside – Dawidowicz Lucky Not To See Red Naturally, Inter had to wait for confirmation of their goals from VAR. This has become a familiar wait with the introduction of the technology. And on a couple of Inter’s goals, there was some doubt about whether they would stand. Nerazzurri striker Marcus Thuram bagged a brace for his team’s second and third goals. Both of these came after the Frenchman had been released into an acre of space behind Verona’s high defensive line. He got one-on-one with Gialloblu keeper Lorenzo Montipo and held his nerve to score. Considering the space Thuram had to run into there was a hint of offside on his two goals. But on both occasions, Verona wingback Domagoj Bradaric was in fact playing the Frenchman on. Therefore, there was no refereeing controversy with either goal. On the other hand, the Gazzetta note, Verona defender Pawel Dawidowicz was fortunate not to receive a red card. Referee Colombo had booked Dawidowicz for an elbow on Inter forward Joaquin Correa. Later, the 29-year-old committed a blatant foul to stop an Inter counterattack. But, perhaps mindful of the scoreline, Colombo showed leniency and did not book Dawidowicz a second time to send the Pole off.
Millions displaced by global conflicts. Communities reeling from natural disasters. Lives upended because of health care inequalities. In the middle of these crises are established nonprofits, everyday individuals and mutual aid groups — all seeking your dollars to make a difference. With no shortage of worthy causes and the rise of new giving technologies, how should you donate? The choices can be immobilizing. Many people value conventional charities but others — Gen Z and millennials, as well as the unmarried and less religious, according to 2021 research by the Indiana University Lilly Family School of Philanthropy — like to crowdfund by pooling donations online for folks in dire circumstances. “It’s really: what is the right type of support that either an organization or a community or an individual needs?” said Bloomerang Chief Customer Officer Todd Baylis, who co-founded the platform Qgiv to help nonprofits fundraise online. “And being able to tailor that to the individual giver.” Here are some questions worth considering. It might come down to whether you want to make a big difference for one person or help seed large-scale change. Tiltify is a technology platform that helps nonprofits and individual crowdfunders raise money. If donors want to ensure food gets to communities recovering from disasters, Tiltify CEO Michael Wasserman says a nonprofit contribution is probably best, as established organizations already have distribution pipelines and expertise. If you want to ensure a particular person can take care of themselves, he said, a direct donation to a crowdfunding campaign might make more sense than sending money “through a charitable funnel.” You could do both at once, according to one nonprofit that delivers cash transfers. GiveDirectly reports sending more than $860 million to 1.6 million people across three continents. Senior Program Manager Richard Nkurunziza says the idea initially was met with fears of misuse, but GiveDirectly finds that cash donations are a dignified way to empower people to invest in their unique needs. In Rwandan villages, he said, recipients spent donations on household renovations, new businesses and youth education — all of which benefit their entire community. “There’s a bit of agency,” he said. “It gives an opportunity for the recipient to make a decision on how they use the funds for themselves.” Crowdfunding could be considered “more democratic,” according to Claire van Teunenbroek, a University of Twente professor specializing in online giving behavior. Donors have more control over their gifts’ usage when they choose who benefits. The disadvantage, she said, is that people with the greatest needs aren’t always the ones with the most success. Humans are prone to supporting “easily sellable” projects with highly emotional appeals, and studies showed racial disparities in crowdfunding. The most popular reason donors told Bloomerang they stopped giving was because they did not trust contributions were used wisely, according to the company’s Generational Giving Report. The second most common response was that donors no longer felt connected to the nonprofit. The answers underscore the need for recipients to actively prove their trustworthiness. Tax-exempt nonprofits must submit annual financial disclosures to the Internal Revenue Service that include publicly available information, including executives’ salaries. Watchdogs, such as Charity Navigator, compile lists of verified nonprofits and assess their work. Crowdfunding is much more susceptible to fraud. The online sites are relatively unregulated, leaving the responsibility for protection up to donors and the platforms themselves. In GoFundMe’s case, donations can be refunded up to one year after they are made. The company advises that organizers identify themselves and their beneficiaries, and specify their plans for spending contributions. Online users mistakenly associate high donation numbers with credibility, van Teunenbroek said. She said risk is better mitigated by making sure the project’s description is detailed. “For a donor, if you prefer more certainty, then traditional nonprofits are probably better because they have an established reputation,” she said. ALSAC CEO Rick Shadyac said his charity works hard to make donors feel confident that their money is supporting the mission of St. Jude Children’s Research Hospital: improving pediatric cancer survival rates worldwide by covering the costs of care and researching treatments. He urges people to give regardless of the medium and to always look for reputable causes. Bonafide charities, he said, bring “greater degrees of confidence” while crowdfunding requires more “due diligence.” Still, he sees room for both. ALSAC gets nearly one-quarter of its annual revenue during the last two months of the calendar, Shadyac said, the time of year designated “Giving Season.” The uptick could stem from the spirit of generosity around the holidays, he added. A 2023 study found that people in good moods are more likely to make a charitable donation. They also might be making year-end tax plans. “Not-for-profits give them the opportunity to address some things that are important to them while also getting a tax deduction,” Shadyac said. Crowdfunding donations to individual campaigns, however, cannot be written off on your taxes. Mutual aid refers to reciprocal support networks of neighbors who meet each other’s most pressing needs when existing systems fail. Participants often describe the act as “solidarity, not charity.” These groups often solicit cash contributions through online payment processors like Venmo, Cash App, PayPal or Zelle. Anyone can scan QR codes, which are usually shared on social media, to donate. The money goes straight to those impacted or helps purchase supplies for shared community resources. Transparency might come in the form of a receipt shared by organizers. Tamara Kneese joined mutual aid efforts during the COVID-19 pandemic to take care of her neighbors in Oakland. Kneese, a director at the nonprofit research institute Data & Society, said these groups tend to start as immediate responses to crises hurting disadvantaged communities. The idea, she added, is “state abandonment cannot be addressed by charitable giving alone.” “It is not just a sense of charity, like you make a donation and you’re done,” she said. “There is more of a relationship involved and it is not just transactional.” Get local news delivered to your inbox!
By FARNOUSH AMIRI, Associated Press WASHINGTON (AP) — Former Rep. Matt Gaetz said Friday that he will not be returning to Congress after withdrawing his name from consideration to be attorney general under President-elect Donald Trump amid growing allegations of sexual misconduct. “I’m still going to be in the fight, but it’s going to be from a new perch. I do not intend to join the 119th Congress,” Gaetz told conservative commentator Charlie Kirk, adding that he has “some other goals in life that I’m eager to pursue with my wife and my family.” Related Articles The announcement comes a day after Gaetz, a Florida Republican, stepped aside from the Cabinet nomination process amid growing fallout from federal and House Ethics investigations that cast doubt on his ability to be confirmed as the nation’s chief federal law enforcement officer. The 42-year-old has vehemently denied the allegations against him. Gaetz’s nomination as attorney general had stunned many career lawyers inside the Justice Department, but reflected Trump’s desire to place a loyalist in a department he has marked for retribution following the criminal cases against him. Hours after Gaetz withdrew, Trump nominated Pam Bondi, the former Florida attorney general, who would come to the job with years of legal work under her belt and that other trait Trump prizes above all: loyalty. It’s unclear what’s next for Gaetz, who is no longer a member of the House. He surprised colleagues by resigning from Congress the same day that Trump nominated him for attorney general. Some speculated he could still be sworn into office for another two-year term on Jan. 3, given that he had just won reelection earlier this month. But Gaetz, who has been in state and national politics for 14 years, said he’s done with Congress. “I think that eight years is probably enough time in the United States Congress,” he said.Kagro in the Morning podcast (AUDIO): Monday, December 23, 2024
Japan holds first memorial for 'all workers' at Sado gold mines but blurs WWII atrocity. Why?
ARLINGTON, Va., Dec. 09, 2024 (GLOBE NEWSWIRE) -- Fluence Energy, Inc. FLNC ("Fluence" or the "Company"), a global market leader delivering intelligent energy storage, operational services, and asset optimization software, today announced its intention to offer, subject to market and other conditions, $300.0 million aggregate principal amount of convertible senior notes due 2030 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Fluence also expects to grant the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45.0 million aggregate principal amount of the Notes. The Notes will be senior, unsecured obligations of Fluence, will accrue interest payable semi-annually in arrears and will mature on June 15, 2030, unless earlier repurchased, redeemed or converted. Before March 15, 2030, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after March 15, 2030, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Fluence will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock ("Class A common stock") or a combination of cash and shares of its Class A common stock, at Fluence's election. The Notes will be redeemable, in whole or in part (subject to certain partial redemption limitations), at Fluence's option at any time, and from time to time, on or after December 20, 2027 and on or before the 50th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are "freely tradable", and all accrued and unpaid additional interest, if any, has been paid in full, as of the date of the related redemption notice, and (ii) the last reported sale price per share of Fluence's Class A common stock exceeds 130% of the conversion price for a specified period of time. The final terms of the Notes, including the interest rate, initial conversion rate and certain other terms of the Notes, will be determined at the pricing of the offering. If certain events that constitute a "fundamental change" occur, then, subject to a limited exception, noteholders may require Fluence to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the applicable repurchase date. In connection with the pricing of the Notes, the Company intends to enter into privately negotiated capped call transactions (the "capped call transactions") with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the "counterparties"). The capped call transactions will cover, subject to customary adjustments, the number of shares of the Company's Class A common stock that will initially underlie the Notes. The Company anticipates that the cap price of the capped call transactions will initially represent a premium over the last reported sale price of the Company's Class A common stock on the pricing date of the offering of the Notes. The capped call transactions are generally expected to offset the potential dilution to the Class A common stock and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, with such offset subject to a cap, as the case may be, as a result of any conversion of the Notes. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the counterparties. In connection with establishing their initial hedge of these capped call transactions, the Company has been advised that the counterparties (i) may enter into various over-the-counter cash-settled derivative transactions with respect to the Class A common stock and/or purchase the Class A common stock in secondary market transactions concurrently with, or shortly after, the pricing of the Notes; and (ii) may enter into or unwind various over-the-counter derivatives and/or purchase the Class A common stock in secondary market transactions following the pricing of the Notes. These activities could have the effect of increasing or preventing a decline in the price of the Class A common stock concurrently with or following the pricing of the Notes and under certain circumstances, could affect the ability to convert the Notes. In addition, we expect that the counterparties may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling the Class A common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to maturity of the Notes (and are likely to do so (x) during any observation period related to a conversion of the Notes or following any redemption or fundamental change repurchase of the Notes, (y) following any other repurchase of the Notes if the Company unwinds a corresponding portion of the capped call transactions in connection with such repurchase and (z) if the Company otherwise unwinds all or a portion of the capped call transactions). The effect, if any, of these transactions and activities on the market price of the Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of the Class A common stock and the value of the Notes, and potentially the value of the consideration that a noteholder will receive upon the conversion of the Notes and could affect a noteholder's ability to convert the Notes. Fluence intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions. If the initial purchasers exercise their option to purchase additional Notes, Fluence expects to use a portion of the net proceeds from the sale of additional Notes to fund the cost of entering into additional capped call transactions. Fluence intends to transfer the remaining net proceeds of the offering directly to purchase an intercompany subordinated convertible promissory note issued by Fluence Energy, LLC, the proceeds of which Fluence Energy, LLC intends to use for working capital needs, upgrading one of its battery cell production lines from 305 amp hour cells to 530 amp hour cells, and general corporate purposes. The offer and sale of the Notes and any shares of Class A common stock issuable upon conversion of the Notes have not been, and will not, be registered under the Securities Act or any other securities laws, and the Notes and any such shares cannot be offered or sold except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any shares of Class A common stock issuable upon conversion of the Notes, nor shall there be any sale of the Notes or any such shares, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum. There can be no assurances that the offering of the Notes will be completed as described herein or at all. About Fluence: Fluence Energy, Inc. FLNC is a global market leader delivering intelligent energy storage and optimization software for renewables and storage. The Company's solutions and operational services are helping to create a more resilient grid and unlock the full potential of renewable portfolios. With gigawatts of projects successfully contracted, deployed and under management across nearly 50 markets, the Company is transforming the way we power our world for a more sustainable future. Cautionary Note Regarding Forward-Looking Statements The statements contained in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future results of operations and financial position, operational performance, anticipated growth and business strategy, future revenue recognition and estimated revenues, future capital expenditures and debt service obligations, projected costs, prospects, plans, and objectives of management for future operations, including, among others, statements regarding expected growth and demand for our energy storage solutions, services, and digital application offerings, relationships with new and existing customers and suppliers, introduction of new energy storage solutions, services, and digital application offerings and adoption of such offerings by customers, assumptions relating to the Company's tax receivable agreement, expectations relating to backlog, pipeline, and contracted backlog, current expectations relating to legal proceedings, and anticipated impact and benefits from the Inflation Reduction Act of 2022 and related domestic content guidelines on us and our customers as well as any other proposed or recently enacted legislation, are forward-looking statements. In some cases, you may identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "grows," "believes," "estimates," "predicts," "potential", "commits", or "continue" or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Among those risks and uncertainties are market conditions and the satisfaction of the closing conditions related to the offering of the Notes and the consummation of the capped calls transactions. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These forward-looking statements are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, our relatively limited operating and revenue history as an independent entity and the nascent clean energy industry; anticipated increasing expenses in the future and our ability to maintain prolonged profitability; fluctuations of our order intake and results of operations across fiscal periods; potential difficulties in maintaining manufacturing capacity and establishing expected mass manufacturing capacity in the future; risks relating to delays, disruptions, and quality control problems in our manufacturing operations; risks relating to quality and quantity of components provided by suppliers; risks relating to our status as a relatively low-volume purchaser as well as from supplier concentration and limited supplier capacity; risks relating to operating as a global company with a global supply chain; changes in the cost and availability of raw materials and underlying components; failure by manufacturers, vendors, and suppliers to use ethical business practices and comply with applicable laws and regulations; significant reduction in pricing or order volume or loss of one or more of our significant customers or their inability to perform under their contracts; risks relating to competition for our offerings and our ability to attract new customers and retain existing customers; ability to maintain and enhance our reputation and brand recognition; ability to effectively manage our recent and future growth and expansion of our business and operations; our growth depends in part on the success of our relationships with third parties; ability to attract and retain highly qualified personnel; risks associated with engineering and construction, utility interconnection, commissioning and installation of our energy storage solutions and products, cost overruns, and delays; risks relating to lengthy sales and installation cycle for our energy storage solutions; risks related to defects, errors, vulnerabilities and/or bugs in our products and technology; risks relating to estimation uncertainty related to our product warranties; fluctuations in currency exchange rates; risks related to our current and planned foreign operations; amounts included in our pipeline and contracted backlog may not result in actual revenue or translate into profits; risks related to acquisitions we have made or that we may pursue; events and incidents relating to storage, delivery, installation, operation, maintenance and shutdowns of our products; risks relating to our impacts to our customer relationships due to events and incidents during the project lifecycle of an energy storage solution; actual or threatened health epidemics, pandemics or similar public health threats; ability to obtain financial assurances for our projects; risks relating to whether renewable energy technologies are suitable for widespread adoption or if sufficient demand for our offerings do not develop or takes longer to develop than we anticipate; estimates on size of our total addressable market; barriers arising from current electric utility industry policies and regulations and any subsequent changes; risks relating to the cost of electricity available from alternative sources; macroeconomic uncertainty and market conditions; risk relating to interest rates or a reduction in the availability of tax equity or project debt capital in the global financial markets and corresponding effects on customers' ability to finance energy storage systems and demand for our energy storage solutions; reduction, elimination, or expiration of government incentives or regulations regarding renewable energy; decline in public acceptance of renewable energy, or delay, prevent, or increase in the cost of customer projects; severe weather events; increased attention to ESG matters; restrictions set forth in our current credit agreement and future debt agreements; uncertain ability to raise additional capital to execute on business opportunities; ability to obtain, maintain and enforce proper protection for our intellectual property, including our technology; threat of lawsuits by third parties alleging intellectual property violations; adequate protection for our trademarks and trade names; ability to enforce our intellectual property rights; risks relating to our patent portfolio; ability to effectively protect data integrity of our technology infrastructure and other business systems; use of open-source software; failure to comply with third party license or technology agreements; inability to license rights to use technologies on reasonable terms; risks relating to compromises, interruptions, or shutdowns of our systems; changes in the global trade environment; potential changes in tax laws or regulations; risks relating to environmental, health, and safety laws and potential obligations, liabilities and costs thereunder; failure to comply with data privacy and data security laws, regulations and industry standards; risks relating to potential future legal proceedings, regulatory disputes, and governmental inquiries; risks related to ownership of our Class A common stock; risks related to us being a "controlled company" within the meaning of the NASDAQ rules; risks relating to the terms of our amended and restated certificate of incorporation and amended and restated bylaws; risks relating to our relationship with our Founders and Continuing Equity Owners; risks relating to conflicts of interest by our officers and directors due to positions with Continuing Equity Owners; risks related to short-seller activists; we depend on distributions from Fluence Energy, LLC to pay our taxes and expenses and Fluence Energy, LLC's ability to make such distributions may be limited or restricted in certain scenarios; risks arising out of the Tax Receivable Agreement; unanticipated changes in effective tax rates or adverse outcomes resulting from examination of tax returns; risks relating to improper and ineffective internal control over reporting to comply with Sarbanes-Oxley Act; risks relating to changes in accounting principles or their applicability to us; risks relating to estimates or judgments relating to our critical accounting policies; and the factors described under the headings Part I, Item 1A. "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. We qualify all forward-looking statements contained in this press release by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. © 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.