FLEX Flex Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Check the appropriate box:

FLEX LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

Letter to Shareholders

Your Vote is Very Important

Dear Shareholders of Flex Ltd.,

You are cordially invited to attend the extraordinary general meeting of shareholders of Flex Ltd. (“Flex”), to be held at 8:00 a.m., Pacific Time on November 20, 2023. The meeting is being held to vote on a proposal to approve the Capital Reduction and the Distribution (each as defined and described below), which are necessary to enable Flex to consummate the merger of Yuma, Inc., a wholly-owned subsidiary of Flex (“Yuma”) with and into Yuma Acquisition Corp. (“Merger Sub”), a wholly-owned subsidiary of Nextracker Inc. (“Nextracker”), with Yuma surviving the merger as a wholly-owned subsidiary of Nextracker (the “Merger”). The purpose of the Capital Reduction, the Distribution and the Merger (the “Transactions”) is to effectuate a distribution to all Flex shareholders of the remaining interests that Flex owns in Nextracker as described in the proxy statement/prospectus accompanying this letter. A notice of the extraordinary general meeting also accompanies this letter.

Flex intends to hold the extraordinary general meeting in person at 6201 America Center Drive, San Jose, California 95002, U.S.A. and will make its list of shareholders entitled to vote at the extraordinary general meeting available at its corporate headquarters during the 10-day period prior to the date of the extraordinary general meeting.

Prior to the initial public offering of Nextracker (the “Nextracker IPO”), the boards of directors of each of Flex (the “Flex Board”), Nextracker, Yuma and Merger Sub, approved the Agreement and Plan of Merger, dated as of February 7, 2023 (the “Merger Agreement”), by and among Nextracker, Flex, Yuma and Merger Sub, that provides for, among other things, the Merger, and the stockholders of each of Nextracker, Yuma and Merger Sub, approved the Merger Agreement and the Merger.

Pursuant to the Merger Agreement, Flex has proposed to effect the distribution of all shares of common stock, par value $0.001 per share, of Yuma (“Yuma Common Stock”), by way of a distribution in specie to Flex shareholders on a pro rata basis based on the number of ordinary shares in the capital of Flex (“Flex Ordinary Shares”) held by each such Flex shareholder (the “Distribution”) as of the record date of the Distribution (the “Distribution Record Date”). The Distribution will be effected by way of a court-approved capital reduction (the “Capital Reduction”) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”).

Flex is holding an extraordinary general meeting of its shareholders to enable its shareholders to consider and vote on a proposal to approve the Capital Reduction and the Distribution (the “Capital Reduction and Distribution Proposal”). Under the Singapore Companies Act, the affirmative vote by at least three-fourths of the Flex Ordinary Shares voting at the extraordinary general meeting is required in order to approve the Capital Reduction and Distribution Proposal (the “Flex Shareholder Approval”). The parties cannot complete the Capital Reduction, the Distribution or the Merger unless the Flex Shareholder Approval has been obtained. Further,

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under Singapore law, following and in addition to the Flex Shareholder Approval, the Capital Reduction will be submitted to and must be approved by the High Court of Singapore (the “High Court Approval”). Flex currently expects to complete the Capital Reduction and the Distribution as promptly as reasonably practicable after receipt of the High Court Approval.

Pursuant to the terms of the Special Resolution to be passed at the extraordinary general meeting to approve the Capital Reduction and Distribution Proposal, the final amount of the issued share capital of Flex to be reduced pursuant to the Capital Reduction shall be determined with reference to (A) the valuation of Flex’s beneficial interests in Nextracker and Nextracker LLC (based on the books and records of Flex) as of a date as soon as reasonably practicable before the order of the High Court of Singapore is lodged with the Registrar (as defined in the Singapore Companies Act) pursuant to Section 78I of the Singapore Companies Act to effect the Capital Reduction; and (B) the United States dollar (“USD”) to Singapore dollar (“SGD”) exchange rate quoted on the website of the Monetary Authority of Singapore immediately before the order of the High Court of Singapore is lodged with the Registrar (as defined in the Singapore Companies Act) pursuant to Section 78I of the Singapore Companies Act to effect the Capital Reduction (the “Final Capital Reduction Amount”).

In the event that the Final Capital Reduction Amount differs from the value, as at the effective date of the Capital Reduction, of the shares of Yuma Common Stock to be distributed pursuant to the Capital Reduction (any such differential, the “Differential Amount”), the Differential Amount shall be booked by Flex as an appropriate adjustment to the equity value of Flex.

Flex and Nextracker expect to effect the Merger immediately following the Capital Reduction and the Distribution, on the terms and subject to the conditions set forth in the Merger Agreement. In the Merger, each share of Yuma Common Stock outstanding immediately prior to the Merger will automatically convert into the right to receive a number of shares of Class A common stock of Nextracker (the “Class A common stock”) based on the Exchange Ratio (as defined below) set forth in the Merger Agreement (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement) (as to each share of Yuma Common Stock, the “Per Share Merger Consideration” and, in the aggregate, the “Merger Consideration”). The “Exchange Ratio” is equal to the quotient of (i) 74,432,619, which is the number of shares of Class A common stock held by Yuma and Yuma Subsidiary, Inc., a wholly-owned subsidiary of Yuma (“Yuma Sub”) (assuming the exchange by Yuma and Yuma Sub of all the common units of Nextracker LLC, together with a corresponding number of shares of Class B common stock of Nextracker held by Yuma and Yuma Sub for shares of Class A common stock) divided by (ii) the number of issued and outstanding shares of Yuma Common Stock immediately prior to the effective time of the Merger. The Merger Consideration is estimated to be approximately $2.79 billion in value of Class A common stock (calculated based on the closing price of $37.42 on the Nasdaq Global Select Market (“Nasdaq”) of the Class A common stock as of October 24, 2023, and assuming the issuance of 74,432,619 shares of Class A common stock to Flex shareholders).

Immediately following the completion of the Transactions, (i) Flex shareholders as of the Distribution Record Date are expected to own, in the aggregate, approximately 54.52% of the outstanding shares of Class A common stock based on the number of Flex Ordinary Shares and shares of Class A common stock outstanding as of September 29, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, which would represent approximately 51.45% of Nextracker’s outstanding voting securities based on the shares of Class A common stock outstanding as of September 29, 2023, and (ii) neither Flex nor any of its subsidiaries will hold any of the outstanding capital stock of Nextracker or its subsidiaries.

These are very important transactions, and the extraordinary general meeting is being called to ask Flex shareholders to consider and vote to approve the Capital Reduction and Distribution Proposal in accordance with Flex’s Constitution and the Singapore Companies Act. Information about the extraordinary general meeting and

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the specifics of the proposed transactions are contained in the proxy statement/prospectus accompanying this letter. We urge you to read the proxy statement/prospectus accompanying this letter carefully and in its entirety, which includes important information about the Merger Agreement, the Transactions, Flex, Nextracker and the extraordinary general meeting. Please pay particular attention to the section titled “Risk Factors” beginning on page 51 of the proxy statement/prospectus accompanying this letter.

The Transactions are conditioned upon, among other things, the Flex Shareholder Approval and the High Court Approval.

With the exception of William D. Watkins, who has recused himself from, and abstained from voting on, matters related to the Transactions as he serves on both the Flex and Nextracker Boards, the Flex Board has unanimously (i) determined that the Transactions are advisable and in the best interests of Flex and its shareholders, (ii) approved and declared advisable the Capital Reduction, the Distribution and, subject to receipt of the Flex Shareholder Approval and the High Court Approval, the completion by Flex and its subsidiaries of the Transactions and (iii) directed that the Capital Reduction and Distribution Proposal be submitted to Flex shareholders for approval and, upon the terms and subject to the conditions of the Merger Agreement, recommended that Flex shareholders vote in favor of the resolution relating to the Capital Reduction and Distribution Proposal.

The Flex Board recommends that you vote “FOR” the Capital Reduction and Distribution Proposal.

We look forward to successfully completing these Transactions.

Regards,

Revathi Advaithi

CEO

October 27, 2023

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Transactions or the Class A common stock to be issued in the Transactions or determined whether this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This letter and the accompanying notice of extraordinary general meeting and proxy statement/prospectus are dated October 27, 2023 and are expected first to be mailed to shareholders of Flex Ltd. on or about that date.

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FLEX LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 199002645H)

November 20, 2023 8:00 a.m., Pacific time   Flex Ltd. 6201 America Center Drive San Jose, CA 95002, U.S.A						Notice of Extraordinary General Meeting of Shareholders To Be Held on November 20, 2023   To Flex Shareholders:   You are cordially invited to attend, and notice is hereby given of, the extraordinary general meeting of shareholders of Flex Ltd., which will be held at its offices located at 6201 America Center Drive, San Jose, California 95002, U.S.A., at 8:00 a.m., Pacific time, on November 20, 2023, for the purposes summarized below and described in more detail in the accompanying proxy statement/prospectus.   We urge you to read the entire proxy statement/prospectus carefully before voting. Unless the context requires otherwise, references in this notice and the proxy statement/prospectus to “Flex” and similar terms mean Flex Ltd. or, as the case may be, Flex Ltd. and its subsidiaries. Flex is incorporated in the Republic of Singapore under the Companies Act 1967 of Singapore, which is referred to as the “Singapore Companies Act.”
Vote via Internet at www.proxyvote.com
Vote by Mail Sign and return your proxy card in the postage-paid envelope
Vote in Person at the Meeting on November 20, 2023 at 8:00 a.m., Pacific time
Please refer to Flex’s proxy materials or the information forwarded by your bank or other holder of record to see which voting methods are available to you.

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Proxy Voting Matters

You may revoke your proxies at any time before they are voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Voting Matters at the Extraordinary General Meeting

Flex is asking shareholders to vote on one proposal at the meeting:

To approve the proposed court-approved capital reduction to be carried out by Flex pursuant to Section 78G of the Singapore Companies Act, in order to effect the distribution in specie of all of the shares of common stock, par value $0.001 per share, of Yuma, Inc. to Flex shareholders on a pro rata basis based on the number of Flex Ordinary Shares held by each Flex shareholder.

Resolution Proposed for Shareholder Approval as Special Business

To consider and, if thought fit, to pass with or without modifications, the following resolution which will be proposed as a Special Resolution:

“SPECIAL RESOLUTION: TO APPROVE THE CAPITAL REDUCTION AND DISTRIBUTION IN SPECIE

RESOLVED THAT:

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Notes

Eligibility to Vote at Extraordinary General Meeting

Receipt of Notice. The Flex Board has fixed the close of business on October 26, 2023 as the record date for determining those Flex shareholders who are entitled to receive copies of this notice and accompanying proxy statement/prospectus. However, all Flex shareholders of record whose names appear on the Branch Register of Members of Flex maintained in the United States of America on November 20, 2023, the date of the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting.

Quorum

Representation in person or by proxy of at least 33-1/3% of all issued and outstanding Flex Ordinary Shares is required to constitute a quorum to transact business at a general meeting of Flex shareholders, including an extraordinary general meeting.

Proxies

A shareholder entitled to attend and vote at the extraordinary general meeting is entitled to appoint a proxy to attend and vote on the shareholder’s behalf. A proxy need not also be a shareholder. Even if you plan to attend the meeting, Flex encourages you to vote promptly. You may vote your shares through one of the methods described in the enclosed proxy statement/prospectus. A proxy card submitted by mail must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time appointed for holding the extraordinary general meeting. Please review the instructions on the proxy card and the accompanying proxy materials regarding the submission of proxies via the Internet, which provide, among other things, for the transmission of voting instructions up until 11:59 p.m. Eastern time on the day before the meeting. You may revoke your proxy at any time before it is voted. Registered shareholders who are present at the meeting may revoke their proxies and vote in person or, if they prefer, may abstain from voting in person and allow their proxies to be voted.

Personal Data Privacy

By submitting an instrument appointing a proxy or representative to attend, speak and vote at the extraordinary general meeting and any adjournment thereof, a shareholder of Flex (i) consents to the collection, use and disclosure of the shareholder’s personal data by Flex (or its agents or service providers) so Flex (or its agents or service providers) can process, administer and analyze proxies and representatives appointed for the extraordinary general meeting (including any adjournment thereof) and prepare and compile the attendance lists, minutes and other documents relating to the extraordinary general meeting (including any adjournment thereof), and in order for Flex (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations or guidelines (collectively, the “Purposes”), (ii) warrants that where the shareholder discloses the personal data of the shareholder’s proxy or representative to Flex (or its agents or service providers), the shareholder has obtained the prior consent of such individual for the collection, use and disclosure by Flex (or its agents or service providers) of such personal data for the Purposes, and (iii) agrees that the shareholder will indemnify Flex in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the shareholder’s breach of warranty.

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By order of the Board of Directors of Flex,

Tay Hong Chin Regina

Secretary of Flex Ltd.

Singapore

October 27, 2023

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Prospectus

74,432,619 Shares

Class A common stock

This proxy statement/prospectus is being furnished in connection with the distribution by Flex Ltd. (“Flex”) of all the shares of common stock, par value $0.001 per share (“Yuma Common Stock”), of Yuma, Inc. (“Yuma”) by way of a distribution in specie (the “Distribution”) to Flex shareholders on a pro rata basis based on the number of ordinary shares in the capital of Flex (“Flex Ordinary Shares”) held by each such Flex shareholder as of the record date of the Distribution (the “Distribution Record Date”). The Distribution will be effected by way of a court-approved capital reduction (the “Capital Reduction”) to be carried out by Flex pursuant to Section 78G of the Companies Act 1967 of Singapore (the “Singapore Companies Act”). The Flex shareholders will not provide any consideration in exchange for the receipt of such shares of Yuma Common Stock. The Distribution will be made to a third-party distribution agent in book-entry form for the benefit of the Flex shareholders. The Distribution Record Date has not yet been determined, and Flex will publicly announce the Distribution Record Date prior to the completion of the Distribution and the Merger. As a result of and immediately following the Distribution, Flex shareholders will, in the aggregate, directly own 100% of the shares of Yuma Common Stock.

Immediately following the Distribution, Flex and Nextracker Inc. (“Nextracker”) expect, on the terms and subject to the conditions set forth in the Merger Agreement (as defined below), to effect the merger of Yuma with and into Yuma Acquisition Corp., a wholly-owned subsidiary of Nextracker (“Merger Sub”), with Yuma surviving the merger as a wholly-owned subsidiary of Nextracker (the “Merger”). The Distribution and the Merger will be effected pursuant to the Agreement and Plan of Merger, dated as of February 7, 2023 (the “Merger Agreement”) by and among Flex, Yuma, Nextracker and Merger Sub. The Merger Agreement provides Flex with the option to effect both the Distribution and the Merger in its sole discretion, subject to the conditions to the consummation of the Merger set forth therein. At the effective time of the Merger, each share of Yuma Common Stock outstanding immediately prior to the Merger will automatically convert into the right to receive a number of shares of Class A common stock of Nextracker (“Class A common stock”) based on the Exchange Ratio (as defined below), with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement (as to each share, the “Per Share Merger Consideration” and in the aggregate, the “Merger Consideration”). The “Exchange Ratio” is equal to the quotient of (i) 74,432,619, which is the number of shares of Class A common stock held by Yuma and Yuma Subsidiary, Inc., a wholly-owned subsidiary of Yuma (“Yuma Sub”) (assuming the exchange by Yuma and Yuma Sub of all the common units of Nextracker LLC (“LLC Common Units”), together with a corresponding number of shares of Class B common stock of Nextracker (“Class B common stock”), held by Yuma and Yuma Sub for shares of Class A common stock) divided by (ii) the number of issued and outstanding shares of Yuma Common Stock as of immediately prior to the effective time of the Merger. The Merger Consideration is estimated to be approximately $2.79 billion in value of Class A common stock (calculated based on the closing price of $37.42 on the Nasdaq Global Select Market (“Nasdaq”) of the Class A common stock as of October 24, 2023, and assuming the issuance of 74,432,619 shares of Class A common stock to Flex shareholders). The registration statement registers the shares of Class A common stock that will be issued to Flex shareholders in the Merger under the Securities Act of 1933, as amended (the “Securities Act”).

The Class A common stock is listed on the Nasdaq Global Select Market under the ticker symbol “NXT.”

Flex shareholders may not sell their shares of Yuma Common Stock prior to or on the date of the Merger.

We expect that the Distribution and the Merger will generally be tax-free to Flex shareholders for U.S. federal income tax purposes, except, in the case of the Merger, for any gain or loss recognized with respect to any cash received in lieu of a fractional share of Class A common stock.

Flex is seeking the approval of its shareholders for the Capital Reduction and the Distribution pursuant to a proxy statement filed by Flex as part of this proxy statement/prospectus. Under the Singapore Companies Act, the affirmative vote by at least three-fourths of the Flex Ordinary Shares voting at the extraordinary general meeting is required in order to approve the Capital Reduction and Distribution Proposal (the “Flex Shareholder Approval”). The Transactions will not take place without the Flex Shareholder Approval. Nextracker does not require, and is not seeking, the approval of Nextracker stockholders in connection with the Transactions. Nextracker is not asking you for a proxy and you are requested NOT to send Nextracker a proxy.

No action will be required of Flex shareholders to receive shares of Class A common stock in the Merger. Flex shareholders will not be required to pay for the shares of Yuma Common Stock they receive in the Distribution or the Class A common stock that they receive in the Merger.

In reviewing this proxy statement/prospectus, you should carefully consider the risk factors beginning on page 51.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these transactions or the Class A common stock to be issued in the Merger or determined whether this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This proxy statement/prospectus is dated October 27, 2023.

Important note about this proxy statement/prospectus

This document, which forms a part of a registration statement on Form S-4 filed with the SEC by Nextracker, constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and a notice of meeting with respect to the extraordinary general meeting of the shareholders of Flex to be held in accordance with Singapore laws and regulations to consider and vote on a proposal to approve the Capital Reduction and the Distribution (the “Capital Reduction and Distribution Proposal”) described herein with respect to the proposed Capital Reduction to be carried out by Flex pursuant to Section 78G of Singapore Companies Act, with the intention to effect the Distribution. The Distribution will be effected by way of a court-approved Capital Reduction under the Singapore Companies Act.

As described above, the registration statement registers the shares of Class A common stock that will be issued to Flex shareholders in the Merger and constitutes a prospectus of Nextracker under Section 5 of the Securities Act, with respect to the shares of Class A common stock to be issued to Flex shareholders in the Merger.

This proxy statement/prospectus includes important business and financial information about Nextracker from other documents that Nextracker has filed with the United States Securities and Exchange Commission (the “SEC”) and that are contained herein. Nextracker is subject to the informational requirements of the Exchange Act and accordingly files its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. As an electronic filer, Nextracker’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is https://www.sec.gov.

You may obtain any of the documents referred to above from the SEC, through the SEC’s website or from Nextracker, without charge, excluding any exhibits to them unless the exhibit is specifically listed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, by requesting them in writing or by telephone at the following address and telephone number:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

(510) 270-2500

General information about Nextracker, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through Nextracker’s website at https://investors.nextracker.com as soon as reasonably practicable after Nextracker files them with, or furnishes them to, the SEC. Information on Nextracker’s website is not incorporated into this proxy statement/prospectus and is not a part of this proxy statement/prospectus.

General information about Flex, including its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through Flex’s website at https://www.investors.flex.com as soon as reasonably practicable after Flex files them with, or furnishes them to, the SEC. Information on Flex’s website is not incorporated into this proxy statement/prospectus and is not a part of this proxy statement/prospectus.

References in this proxy statement/prospectus to “Nextracker,” “us,” “we” and “our” in the sections titled “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Statements of Nextracker,” “Information about

Nextracker—Business of Nextracker,” “Information about Nextracker—Nextracker Management,” “Information about Nextracker—Compensation discussion and analysis of Nextracker,” “Management’s discussion and analysis of financial condition and results of operations of Nextracker,” “Description of capital

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stock of Nextracker,” and “Certain relationships and related party transactions,” refer to Nextracker, together with its consolidated subsidiaries including Nextracker LLC. References in this proxy statement/prospectus to “Flex” or “Parent” refer to Flex Ltd. and its consolidated subsidiaries, unless the context otherwise indicates.

Abbreviations and terms defined in the financial statements and accompanying notes included elsewhere in this proxy statement/prospectus shall have the defined meanings assigned to them therein.

No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. Neither Nextracker nor Flex takes any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated October 27, 2023. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date.

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Advisory statements for persons in Singapore

Advisory Statement for the Distribution

Selling restrictions

This Advisory Statement applies to the proposed distribution by Flex of all the shares of Yuma Common Stock by way of a distribution in specie to Flex shareholders, as described in this proxy statement/prospectus. You acknowledge that this proxy statement/prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act 2001 of Singapore, as amended or modified (“SFA”).

Accordingly, this proxy statement/prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of Yuma Common Stock may not be circulated or distributed, nor may shares of Yuma Common Stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part 13 of the SFA, save for section 280 of the SFA. You further acknowledge that any transfer and/or disposal of shares of Yuma Common Stock by you (as may be allowed under this proxy statement/prospectus and subject to compliance with applicable laws) shall be subject to the condition that the foregoing restrictions shall be imposed on each and every transferee and purchaser, and subsequent transferee and purchaser, of the relevant shares of Yuma Common Stock.

Notification under Section 309B(1) of the SFA

The shares of Yuma Common Stock are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Advisory Statement for the Merger

Selling restrictions

This Advisory Statement applies to the automatic conversion of each share of Yuma Common Stock outstanding immediately prior to the effective time of the Merger into the right to receive a number of shares of Class A common stock, as described in this proxy statement/prospectus. You acknowledge that this proxy statement/prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the SFA.

Accordingly, this proxy statement/prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares of Class A common stock may not be circulated or distributed, nor may shares of Class A common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and in accordance with, the conditions of an exemption under any provision of Subdivision (4) of Division 1 of Part 13 of the SFA, save for section 280 of the SFA. You further acknowledge that any transfer and/or disposal of shares of Class A common stock by you (as may be allowed under this proxy statement/prospectus and subject to compliance with applicable laws) shall be subject to the condition that the foregoing restrictions shall be imposed on each and every transferee and purchaser, and subsequent transferee and purchaser, of the relevant shares of Class A common stock.

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Notification under Section 309B(1) of the SFA

The shares of Class A common stock are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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Questions and Answers About the Transactions and the Extraordinary General Meeting

The following are some of the questions that you may have and answers to those questions. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in this proxy statement/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement/prospectus. You are urged to read this proxy statement/prospectus in its entirety prior to making any decision. Additional important information is contained in Annex A to this proxy statement/prospectus.

Q: Why am I receiving this document?

A: On February 7, 2023, prior to the Nextracker IPO, Nextracker, Flex, Yuma, and Merger Sub entered into the Merger Agreement pursuant to which Flex has elected to undertake the Transactions. Under the Singapore Companies Act, the Capital Reduction and Distribution Proposal must receive the Flex Shareholder Approval. Flex is holding an extraordinary general meeting of its shareholders in order to obtain the Flex Shareholder Approval. Further, under Singapore law, following and in addition to the Flex Shareholder Approval, the Capital Reduction will be submitted to the High Court of Singapore and must receive the High Court Approval. The parties cannot complete the Capital Reduction, the Distribution or the Merger unless the Flex Shareholder Approval and High Court Approval have been obtained.

This proxy statement/prospectus includes important information about the Transactions and the extraordinary general meeting of Flex shareholders. Flex shareholders should read this proxy statement/prospectus carefully and in its entirety. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. The enclosed proxy materials allow Flex shareholders to submit a proxy to vote their shares without attending the extraordinary general meeting. The vote of Flex shareholders is very important and Flex encourages its shareholders to submit a proxy to vote their shares as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or on the voting instruction form provided by the record holder if Flex Ordinary Shares are held in the name of a bank, broker or other nominee).

Q: What are the Transactions described in this document?

A: The Capital Reduction and the Distribution and the Merger are each summarized below:

The Capital Reduction and the Distribution

Flex currently holds 100% of the shares of Yuma Common Stock and has proposed to effect the Distribution of all of the shares of Yuma Common Stock to Flex’s shareholders as described in further detail below. Yuma holds, directly and indirectly through its wholly-owned subsidiary, Yuma Sub, shares of Class B common stock and LLC Common Units. Each share of Class B common stock, together with a corresponding number of LLC Common Units, is exchangeable at any time for one share of Class A common stock. Yuma directly or indirectly owns 51.45% of the total outstanding common stock of Nextracker and 51.45% of the LLC Common Units, which in the aggregate represents 51.45% of Nextracker’s voting securities as of September 29, 2023 (assuming the exchange by Yuma and Yuma Sub of all the LLC Common Units, together with a corresponding number of shares of Class B common stock held by Yuma and Yuma Sub for shares of Class A common stock). Flex has proposed to effect the distribution of all of the shares of Yuma Common Stock by way of a distribution in specie to Flex shareholders on a pro rata basis based on the number of Flex Ordinary Shares held by each such Flex shareholder as of the Distribution Record Date. The Distribution will be effected by way of the Capital Reduction under the Singapore Companies Act. As a result of and immediately following the Distribution, Flex

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shareholders will, in the aggregate, directly own 100% of the shares of Yuma Common Stock. The Flex shareholders will not provide any consideration in exchange for the receipt of such shares of Yuma Common Stock.

The Merger

Immediately following the Distribution, Flex and Nextracker expect, on the terms and subject to the conditions set forth in the Merger Agreement, to effect the Merger. In the Merger, each share of Yuma Common Stock outstanding immediately prior to the Merger will automatically convert into the right to receive a number of shares of Class A common stock based on the Exchange Ratio set forth in the Merger Agreement (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement). The Merger Consideration is estimated to be approximately $2.79 billion in value of Class A common stock (calculated based on the closing price of $37.42 on Nasdaq of the Class A common stock as of October 24, 2023, and assuming the issuance of 74,432,619 shares of Class A common stock to Flex shareholders).

The terms of the Transactions are set forth in the Merger Agreement and are otherwise in accordance with the Singapore Companies Act, which is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Q: Has Flex set the Distribution Record Date?

A: No. Flex will publicly announce the Distribution Record Date when such date has been determined. The determination of the Distribution Record Date and the announcement thereof will be made prior to the completion of the Distribution and the Merger.

Q: What are the key steps of the Transactions?

A: Below is a summary of the sequence and key steps of the Transactions. A detailed description of the Transactions is set forth under the section titled “The Transactions” beginning on page 119.

Q: Are the Distribution and the Merger expected to occur on the same day?

A: Yes. The Merger is expected to occur immediately following the Distribution and on the same day.

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Q: What are the conditions to the completion of the Merger?

A: The Merger Agreement includes certain mutual conditions required to complete the Merger:

The Merger Agreement also includes certain conditions to Nextracker’s and Merger Sub’s obligations to complete the Merger, including, among others, that:

The Merger Agreement also includes certain conditions to Flex’s and Yuma’s obligations to complete the Merger, including, among others, that:

For a further discussion of the conditions to the completion of the Merger, see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 155.

Q: When will the Transactions be completed?

A: Assuming receipt of the Flex Shareholder Approval and the High Court Approval and the timely satisfaction of other necessary conditions to the Closing, as described in this proxy statement/prospectus, the parties expect the Transactions to be completed in Flex’s fourth quarter ending March 31, 2024.

For a discussion of the conditions to the completion of the Merger, see the section titled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 155.

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Q: Can the Transactions be terminated under the Merger Agreement?

A: The Merger Agreement provides that Flex and Nextracker may terminate the Merger Agreement by mutual written consent. In addition, Flex may terminate the Merger Agreement in its sole and absolute discretion (including whether before or after the effectiveness of the registration statement of which this proxy statement/prospectus forms a part of or receipt of the Flex Shareholder Approval).

In addition, Nextracker may terminate the Merger Agreement if (i) any laws, rules, regulations, judgments, injunctions, stipulations, decrees, orders or awards would restrain, enjoin or otherwise make the Merger illegal or otherwise prohibit or prevent the completion of the Transactions or (ii) for an incurable breach of the Merger Agreement by any of Flex or Yuma.

For further discussion of the circumstances under which the Merger Agreement may be terminated by the parties, see the section titled “The Merger Agreement—Termination” beginning on page 156.

Q: What regulatory approvals are required to complete the Transactions?

A: The completion of the Merger is contingent on the effectiveness of this proxy statement/prospectus, a filing by Nextracker with Nasdaq of a notification form for the listing of all of the shares of the Class A common stock to be issued as consideration in the Merger and no objection from Nasdaq to the listing of such shares of Class A common stock prior to the Closing. Further, under Singapore law, following and in addition to the Flex Shareholder Approval, the Capital Reduction and the Distribution will be submitted to and must be approved by the High Court of Singapore, and the Distribution will not be effected absent the High Court Approval. Flex currently expects to complete the Capital Reduction and the Distribution as promptly as reasonably practicable after receipt of the High Court Approval and the satisfaction (or, to the extent permitted by applicable law, waiver by the parties entitled to the benefit thereof) of the conditions to the Closing set forth in the Merger Agreement, other than the completion of the Distribution itself and those conditions to the Closing that by definition cannot be completed prior to the Closing Date.

Q: Did the Nextracker Board approve the Merger Agreement?

A: Yes. In accordance with applicable law, the requisite approval of the Board of Directors of Nextracker (the “Nextracker Board”) with respect to the Merger Agreement and the Transactions, including the Merger and the issuance of shares of Class A common stock in connection with the Merger, was obtained on January 24, 2023, prior to the Nextracker IPO, at a time when Nextracker was an indirect wholly-owned subsidiary of Flex.

Q: Why are Nextracker stockholders not being asked vote on the Merger or the issuance of shares of Class A common stock in connection with the Merger?

A: In accordance with applicable Delaware law, Nasdaq rules and the Merger Agreement, the requisite vote of the stockholders of Nextracker required to approve the adoption of the Merger Agreement, the Merger and the other Transactions (including the issuance of Class A common stock in connection with the Merger) was obtained prior to the Nextracker IPO at a time when Nextracker was an indirect wholly-owned subsidiary of Flex. Therefore, the vote of the stockholders of Nextracker is not required and is not being sought in connection with the consummation of the Merger and the other Transactions. Nextracker is not asking Nextracker stockholders for a proxy, and Nextracker stockholders are requested not to send Nextracker a proxy. The purpose of the registration statement of which this proxy statement/prospectus forms a part, is to register the shares of Class A common stock being issued in the Merger under the Securities Act and to provide Flex shareholders receiving Yuma Common Stock (and subsequently shares of Class A common stock) with material information regarding Nextracker and the Transactions.

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The approval of the Capital Reduction and the Distribution under Singapore law through the Flex Shareholder Approval is the only approval required of the holders of Flex Ordinary Shares for the consummation of the Transactions.

Q: Who is entitled to vote at the extraordinary general meeting?

A: Only holders of Flex Ordinary Shares as of the close of business on October 26, 2023, the Meeting Record Date, are entitled to receive notice of the extraordinary general meeting. However, all Flex shareholders of record whose names appear on the Branch Register of Members of Flex maintained in the United States of America on November 20, 2023, the date of the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting. As of the close of business on the Meeting Record Date, there were 433,398,027 Flex Ordinary Shares issued and outstanding.

Q: What are Flex shareholders being asked to vote on?

A: Flex shareholders are being asked to approve the Capital Reduction and Distribution Proposal. See the section titled “Proposal—Approval of the Capital Reduction and Distribution” beginning on page 294. The approval of the Capital Reduction and the Distribution under Singapore law through the Flex Shareholder Approval is the only approval of the holders of Flex Ordinary Shares required for the consummation of the Transactions. Prior to the Nextracker IPO, the Nextracker Board and the boards of directors of each of Flex (the “Flex Board”), Yuma and Merger Sub, and Nextracker’s stockholders and the stockholders of each of Yuma and Merger Sub, approved the Merger Agreement and the other Transactions. As a result, no further right to approve or disapprove of the Transactions or the issuance of shares of Class A common stock to the holders of shares of Yuma Common Stock in connection with the Merger is required by Flex shareholders or the stockholders of Nextracker, Yuma or Merger Sub.

Q: Can Nextracker stockholders or Flex shareholders dissent and require appraisal of their shares?

A: No. There are no appraisal rights for either Nextracker stockholders or Flex shareholders in connection with the Transactions.

Q: How do Flex shareholders attend the extraordinary general meeting?

A: Flex shareholders can attend the extraordinary general meeting on November 20, 2023 at 8:00 a.m., Pacific Time. Flex intends to hold the extraordinary general meeting in person at its offices located at 6201 America Center Drive, San Jose, California 95002, U.S.A.

If your Flex Ordinary Shares are registered directly in your name on the Branch Register of Members of Flex maintained in the United States of America by the Transfer Agent, you are considered the shareholder of record, or registered shareholder, with respect to those shares. As the shareholder of record, you have the right to grant a proxy for your vote to either the chairman of the extraordinary general meeting or a third party, to vote at the meeting. If you choose to vote your shares in person at the extraordinary general meeting, please bring your enclosed proxy card and current, government-issued photo identification. If your Flex Ordinary Shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, broker or other nominee is considered the shareholder of record with respect to those shares. Your bank, broker or other nominee will provide you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the extraordinary general meeting; however, you may not vote these shares in person at the extraordinary general meeting unless you have procured from your bank, broker or other nominee that holds your shares, a grant of proxy

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in your favor, giving you the right to vote the shares in person at the extraordinary general meeting, and present an account statement or letter from your bank, broker or other nominee indicating that you are the beneficial holder of your Flex Ordinary Shares held through your bank, broker or other nominee.

Q: What will Flex shareholders receive in the Transactions?

A: First, subject to obtaining the Flex Shareholder Approval and the High Court Approval, Flex will effect the Distribution by distributing all of the shares of Yuma Common Stock pro rata to the holders of Flex Ordinary Shares as of the Distribution Record Date. Immediately following the Distribution, each such holder of Flex Ordinary Shares will hold one share of Yuma Common Stock for each Flex Ordinary Share held as of the Distribution Record Date. No transfers of the shares of Yuma Common Stock issued in the Distribution will be permitted pending the consummation of the Merger.

Immediately following the Distribution, on the terms and subject to the conditions set forth in the Merger Agreement, Flex and Nextracker expect to effect the Merger. Upon the completion of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, Yuma will become a wholly-owned subsidiary of Nextracker, and Nextracker will issue to the holders of record of Yuma Common Stock as of immediately prior to the Closing (i.e., the holders of Flex Ordinary Shares as of the Distribution Record Date) a number of shares of Class A common stock per share of Yuma Common Stock determined by the Exchange Ratio (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement).

Based on the Exchange Ratio and the number of Flex Ordinary Shares outstanding and the number of LLC Common Units and Class B common stock held directly or indirectly by Flex, each as of September 29, 2023, holders of record of Yuma Common Stock immediately prior to the Closing will receive approximately 0.17 shares of Class A common stock per share of Yuma Common Stock (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement). Immediately following the completion of the Transactions, assuming that the Merger had occurred on September 29, 2023, which is the most recent practicable date prior to the date of this proxy statement/prospectus, Flex shareholders as of the Distribution Record Date are expected to own, in the aggregate, approximately 54.52% of the outstanding shares of Class A common stock based on the number of Flex Ordinary Shares and shares of Class A common stock outstanding as of September 29, 2023, and the number of shares of Class A common stock expected to be issued in the Transactions which would represent approximately 51.45% of Nextracker’s outstanding voting securities based on the shares of Class A common stock outstanding as of September 29, 2023, and the number of shares of Class A common stock expected to be issued in the Transactions.

Q: What is the estimated total value of the consideration to be paid by Nextracker in the Merger as of the Effective Time?

A: Based on the Exchange Ratio, the number of Flex Ordinary Shares outstanding and the number of LLC Common Units and Class B common stock held directly or indirectly by Flex, each as of September 29, 2023, Nextracker is expected to issue approximately 74,432,619 shares of Class A common stock in the Merger (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement). Based upon the reported closing sale price of $37.42 per share for Class A common stock on the Nasdaq Global Select Market on October 24, 2023, the total value of the shares of Class A common stock to be issued by Nextracker in the Merger would be $2.79 billion. The actual value of the Class A common stock to be issued in the Merger will depend on the market price of shares of Class A common stock at the time of the Merger.

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Q: On what exchange does Class A common stock trade?

A: Shares of Class A common stock currently trade on the Nasdaq Global Select Market under the ticker symbol “NXT.”

Q: How will my ownership in Flex change as a result of the Transactions?

A: Flex shareholders’ ownership in Flex will not change as a result of the Transactions. However, in addition to owning Flex Ordinary Shares, immediately after the Effective Time, Flex shareholders will also own certain number of shares of Class A common stock based on the Exchange Ratio. Following the Effective Time, Flex shareholders will not own any shares of Yuma Common Stock as the Yuma Common Stock will be exchanged in the Merger for a number of shares of Class A common stock based on the Exchange Ratio (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement).

Immediately following the Effective Time, assuming that the Effective Time had occurred on September 29, 2023, which is the most recent practicable date prior to the date of this proxy statement/prospectus, Flex shareholders are expected to own approximately 54.52% of the outstanding shares of Class A common stock, based on the number of Flex Ordinary Shares and shares of Class A common stock outstanding as of September 29, 2023, and the number of shares of Class A common stock expected to be issued in the Transactions, which would represent approximately 51.45% of Nextracker’s outstanding voting securities, based on the shares of Class A common stock outstanding as of September 29, 2023, and the number of shares of Class A common stock expected to be issued in the Transactions, and Flex is expected to own none of the outstanding shares of Class A common stock or any other equity interests in Nextracker.

Q: How will shares of Class A common stock be distributed to Flex shareholders?

A: In the Merger, holders of shares of Yuma Common Stock will be entitled to receive shares of Class A common stock in book-entry form in exchange for the shares of Yuma Common Stock they receive in the Distribution. At or shortly following the Closing, Nextracker will instruct the Transfer Agent to make book-entry credits for the shares of Class A common stock for holders of shares of Yuma Common Stock as of immediately prior to the Effective Time. Flex shareholders of record as of the Distribution Record Date will receive additional information from the Transfer Agent shortly after the Closing. Beneficial holders who hold Flex Ordinary Shares in “street name” will receive information from their brokerage firms or other nominees.

Since shares of Class A common stock will be in uncertificated book-entry form, Flex shareholders will receive share ownership statements in place of physical share certificates. Shares of Class A common stock currently trade on the Nasdaq Global Select Market under the ticker symbol “NXT.”

Q: Who will control Nextracker after the completion of the Transactions?

A: It is not expected that any person or group will hold a majority interest in Nextracker immediately following the completion of the Transactions. Because Flex currently beneficially owns more than 50% of the voting power of all of the outstanding Class A common stock, Nextracker is currently a “controlled company” within the meaning of the rules of Nasdaq and, as a result, qualifies for and relies on exemptions from certain corporate governance requirements of Nasdaq. Following the completion of the Transactions, Nextracker will not be a “controlled company” and can no longer rely on such exemptions. For more information, see the section titled “Risk Factors—Risks Related to Nextracker after Completion of the Transactions” beginning on page 94.

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Q: What will the relationship be between Flex and Nextracker after the completion of the Transactions?

A: Since the Nextracker IPO, Nextracker has operated as a separate, publicly traded company. However, Nextracker has remained a “controlled company” within the meaning of the rules of Nasdaq due to Flex’s ownership of a controlling interest in Nextracker common stock, and, so long as Flex owns a controlling interest in Nextracker common stock, Flex is able to control any action requiring the general approval of Nextracker’s stockholders, including the election and removal of directors, any amendments to Nextracker’s certificate of incorporation and the approval of any merger or sale of all or substantially all of Nextracker’s assets. Following the completion of the Transactions, (i) Yuma will no longer be an indirect wholly-owned subsidiary of Flex and will be a direct wholly-owned subsidiary of Nextracker and (ii) Flex will no longer directly or indirectly hold any shares of Nextracker common stock or any securities convertible into or exchangeable for Nextracker common stock, and Nextracker will no longer be a “controlled company” within the meaning of the rules of Nasdaq.

Notwithstanding the foregoing, Flex and Nextracker entered into the Separation Agreement which sets forth certain agreements between Flex and Nextracker regarding principal actions to be taken in connection with the separation of Nextracker’s business from the retained Flex businesses. The Separation Agreement also sets forth other agreements that govern certain aspects of their relationship prior to and following the completion of the Merger.

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For more information, see the section titled “Certain relationships and related party transactions—Agreements with Flex” beginning on page 268.

Q: May Flex shareholders sell or trade Yuma Common Stock?

A: No, there is no market for shares of Yuma Common Stock and Flex shareholders may not sell or trade shares of Yuma Common Stock between the time of the Distribution and the completion of the Merger. Shares of Yuma Common Stock will be issued in book-entry form and are expected to be held by Flex shareholders for only a brief moment in time before they are exchanged for shares of Class A common stock upon the completion of the Merger, along with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock in accordance with the terms of the Merger Agreement.

Q: What is the accounting treatment for the transactions?

A: Nextracker and Yuma prepare their financial statements in accordance with GAAP. After the Merger, Yuma will survive as a wholly-owned subsidiary of Nextracker. As the Merger represents a business combination of entities under common control, the transaction will be accounted for in accordance with ASC 805-50, Business Combinations - Related Issues, and the assets and liabilities of Yuma will be recognized at their carrying value on the date of transfer. As Yuma’s principal asset is its investment in Nextracker, the primary accounting impact of the Merger for Nextracker will be an adjustment to the carrying value and classification of its noncontrolling interests and corresponding impact to permanent equity.

Q: What will happen to Yuma after the Effective Time?

A: Shortly following the completion of the Merger, Nextracker and Yuma have agreed to undertake the Second-Step Merger. The Second-Step Merger will occur following the Effective Time, when Yuma is a wholly-owned subsidiary of Nextracker. It is intended that Second-Step Merger, together with the Merger, will be treated as a single integrated transaction for U.S. federal income tax purposes. This treatment further supports the tax-free nature of the Transactions. As a result, Yuma stockholders and Flex shareholders will not receive any consideration in the Second-Step Merger and the Second-Step Merger is occurring wholly as between Nextracker and its wholly-owned subsidiaries.

Q: What are the U.S. federal income tax consequences to Flex shareholders of the Distributions and the Mergers?

A: It is intended that the Distributions will qualify as tax-free under Section 355 of the Code and the Mergers will qualify as a tax-free reorganization under Section 368(a) of the Code.

Flex has received a private letter ruling from the Internal Revenue Service (the “IRS”) regarding certain matters germane to the Distributions, qualifying as tax-free under Section 355 of the Code. In addition to the private letter ruling, Flex and Yuma expect to receive an opinion from Deloitte Tax LLP to the effect that the

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Distributions will qualify as tax-free under Section 355 of the Code and the Mergers will qualify as a tax-free reorganization under Section 368(a) of the Code. The private letter ruling relies, and the opinion will rely, on certain facts and assumptions, and certain representations and undertakings, provided by Nextracker and Flex regarding the past and future conduct of Nextracker’s and Flex’s respective businesses and other matters. The receipt by Flex and Yuma of the opinion from Deloitte Tax LLP is a condition to effecting the Transactions.

Assuming the Distributions qualify under Section 355 of the Code and the Mergers qualify under Section 368(a) of the Code, the U.S. Holders (as defined in the section titled “Material U.S. federal income tax consequences of the Transactions” beginning on page 157) of Flex Ordinary Shares generally will not recognize gain or loss for U.S. federal income tax purpose by reason of the Distributions or the Mergers, except, in the case of the Merger, for any gain or loss recognized with respect to any cash received in lieu of a fractional share of Class A common stock.

The tax consequences of the Distributions and the Mergers to any particular Flex shareholder will depend on such shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the Distributions and the Mergers, including the effect of any state, local, estate or gift or non-U.S. tax laws and of changes in applicable tax laws.

For a detailed discussion of the material U.S. federal income tax consequences of the Distributions and the Mergers, see the section titled “Material U.S. federal income tax consequences of the Transactions” beginning on page 157.

Q: What were the factors that the Flex Board considered when making determinations about the Capital Reduction and the Distribution and when making their recommendations?

A: The Flex Board has determined to divest all of Flex’s remaining interest in Nextracker in the Transactions with the goal of enhancing Flex shareholder value and better positioning Flex to focus on its core businesses. The Transactions are intended to accomplish this divestiture in a tax-efficient manner. The Flex Board, with the assistance of Flex’s management and advisors, evaluated the Merger Agreement and the terms of the Transactions.

In the course of reaching its recommendation, the Flex Board considered a wide variety of factors relating to the Transactions. Among others, the Flex Board considered the Flex Board’s belief that the Transactions were a superior alternative to the other potential strategic alternatives available to Flex with respect to its interest in Nextracker, including Flex retaining its interest in Nextracker, in each case, considering the potential shareholder value that might result from such alternatives, as well as the feasibility of such alternatives and the risks and uncertainties associated with pursuing such alternatives. In particular, the Flex Board considered that the Transactions present less execution risk than a split-off or other means of divesting Flex’s interest in Nextracker, and allow Flex to avoid certain related incremental expenses.

The Flex Board also considered certain risks and potentially negative factors relating to the Transactions, including the risk that the Distributions might not qualify as tax-free under Section 355 of the Code or that the Mergers might not qualify as a tax-free reorganization under Section 368(a) of the Code, in which case Flex and its subsidiaries (collectively, the “Flex Group”) and Flex’s shareholders could be required to pay substantial U.S. federal income taxes and Flex’s shareholders will not be entitled to any indemnification under the Tax Matters Agreement.

The Flex Board concluded, however, that the uncertainties, risks and potentially negative factors relevant to the Transactions were outweighed by the potential benefits.

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For further discussion of the approval of the Flex Board, see the section titled “The Transactions—Flex’s Reasons for the Transactions and the Recommendations of the Flex Board” beginning on page 130.

Q: What is the recommendation of the Flex Board?

A: On October 23, 2023, with the exception of William D. Watkins, who has recused himself from, and abstained from voting on, matters related to the Transactions as he serves on both the Flex and Nextracker Boards, the Flex Board unanimously (i) determined that the Transactions are advisable and in the best interests of Flex and its shareholders, (ii) approved and declared advisable the Capital Reduction, the Distribution and, subject to receipt of the Flex Shareholder Approval and the High Court Approval, the completion by Flex and its subsidiaries of the Transactions and (iii) directed that the Capital Reduction and Distribution Proposal be submitted to the Flex shareholders for approval and, upon the terms and subject to the conditions of the Merger Agreement, recommended that Flex shareholders vote in favor of the resolution relating to the Capital Reduction and Distribution Proposal.

The Flex Board recommends that you vote “FOR” the Capital Reduction and Distribution Proposal.

Q: What happens if the Transactions are not completed?

A: If any conditions to the Merger are not fulfilled or waived, or the Merger Agreement is terminated prior to the completion of the Merger, Flex will not effect the Distribution or complete the Merger, and Nextracker will not issue any shares of Class A common stock to the holders of shares of Yuma Common Stock. Accordingly, Flex would retain its interest in Nextracker, and Nextracker will remain a “controlled company” within the meaning of the rules of Nasdaq.

For additional information regarding the circumstances under which the Merger Agreement may be terminated, see the section titled “The Merger Agreement—Termination” beginning on page 156.

Q: Are there any termination fees required to be paid if the Merger Agreement is terminated?

A: No. There is no termination fee payable under the Merger Agreement or in connection with the Transactions.

Q: Are there risks associated with the Transactions?

A: Yes. The material risks and uncertainties associated with the Transactions are discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” beginning on pages 51 and 98, respectively.

Q: What do I need to do now?

A: After carefully reading and considering the information contained in this proxy statement/prospectus, please respond by completing, signing and dating the enclosed proxy card (or the voting instruction form provided by the record holder if Flex Ordinary Shares are held in the name of a bank, broker or other nominee) and returning it in the enclosed postage-paid envelope, or by submitting your proxy through the Internet, as soon as possible so that your Flex Ordinary Shares may be represented and voted at the extraordinary general meeting. Shareholders of record can authorize someone other than the individual(s) named on the proxy card to attend the extraordinary general meeting and vote on their behalf by crossing out the individual(s) named on the proxy card and inserting the name, address and email address of the individual being authorized. Flex asks that you request registration of an authorized representative for the extraordinary general meeting by forwarding an image of your updated proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Beneficial owners of Flex Ordinary Shares can request that their bank, broker or other nominee (as the registered shareholder) authorize someone other than the individual(s) named on the legal proxy obtained from their banks, brokers, or other nominees to attend the extraordinary general meeting or vote on their behalf. Contact information for the authorized individual, including name, address and email address, should be provided to register the authorized representative. Requests for registration of an authorized representative for the extraordinary general meeting, along with the contact information specified above and an image of your legal proxy, should be directed to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Q: How do I vote if my broker holds my shares in “street name”?

A: If you hold Flex Ordinary Shares registered in the name of a bank, broker or other nominee, that bank, broker or other nominee has enclosed or will provide a voting instruction card for use in directing your bank, broker or other nominee how to vote those Flex Ordinary Shares. Your bank, broker or other nominee will vote your Flex Ordinary Shares only if you provide instructions on how to vote. You should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your shares. Without instructions, your Flex Ordinary Shares will not be voted on the Capital Reduction and Distribution Proposal.

Q: What is a “broker non-vote”?

A: A “broker non-vote” results when banks, brokers, and other nominees return a valid proxy but do not vote on a particular proposal because (i) they do not have discretionary authority to vote on the matter because it is “non-routine” in nature, (ii) they have not received specific voting instructions from the beneficial owner of such shares, and (iii) at least one “routine” matter for which they do have discretionary authority to cast a vote appears on the same proxy. In such a case, the brokers would physically cross out the proposals on which they do not have voting discretion, and the crossed out proposals are the broker non-votes. If, as here, however, the only proposal at the extraordinary general meeting is non-routine, there will be no broker discretionary voting on any proposal. Thus, there will be no broker non-votes at the extraordinary general meeting.

Q: What if I do not appoint a proxy to vote or abstain from voting?

A: If you do not appoint a proxy to vote or abstain from voting, assuming a quorum is present at the extraordinary general meeting, it will have no impact on the approval of the Capital Reduction and Distribution Proposal. Under the Singapore Companies Act, the affirmative vote by at least three-fourths of the Flex Ordinary Shares voting at the extraordinary general meeting is required in order to approve the Capital Reduction and Distribution Proposal. Thus, if you do not vote or abstain from voting, your vote will not be counted towards the number of Flex Ordinary Shares present and voting.

Flex Ordinary Shares that are not represented in person or by proxy at the extraordinary general meeting will not count towards the establishment of a quorum, which is necessary to transact business at the extraordinary general meeting and vote on the Capital Reduction and Distribution Proposal. However, if your Flex Ordinary Shares are not voted at the extraordinary general meeting but are still represented in person or by proxy at the extraordinary general meeting (including as a result of your directing an “abstention” from voting on any matter to be brought before the extraordinary general meeting), they will count towards the establishment of a quorum. If a quorum of shareholders is not present in person or by proxy at the meeting, no vote will be taken on the Capital Reduction and Distribution Proposal. If you are a registered shareholder and you sign the enclosed proxy card but do not indicate how you want to vote, your Flex Ordinary Shares will be voted “FOR” the Capital Reduction and Distribution Proposal.

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Q: Can I change my vote after I have delivered my proxy?

A: Yes. If you have properly completed and submitted your proxy card or submitted a proxy to vote your Flex Ordinary Shares by Internet, if you are a record holder of Flex Ordinary Shares, you can revoke such proxy and change your vote by:

Simply attending the extraordinary general meeting will not revoke a proxy. In the event of multiple proxies submitted by a shareholder, each proxy will supersede the previous proxy and the last proxy given will be deemed to be the final proxy of the shareholder unless such proxy is revoked prior to or at the extraordinary general meeting.

If you hold your Flex Ordinary Shares in “street name” through your bank, broker or other nominee, and have directed such person to vote your Flex Ordinary Shares and want to change your vote, you should instruct such person to change your vote by contacting such persons and following their instructions. If, in the alternative, you wish to vote in person at the extraordinary general meeting, you must obtain a proxy from the record holder of your Flex Ordinary Shares.

Q: What will happen if the extraordinary general meeting is adjourned?

A: Although it is not currently expected, the extraordinary general meeting may be adjourned, if necessary or appropriate, for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the extraordinary general meeting to approve the Capital Reduction and Distribution Proposal. Assuming that a quorum is present at the time of the extraordinary general meeting, any adjournment of the extraordinary general meeting may be made at the meeting if approved by the affirmative vote of the holders of a majority of the votes present in person or by proxy at the meeting. Any adjournment of the extraordinary general meeting for the purpose of soliciting additional proxies will allow Flex Shareholders who have already sent in their proxies to revoke them at any time prior to their use at the extraordinary general meeting as adjourned.

The chairman of the extraordinary general meeting has the authority to adjourn the extraordinary general meeting for any other purpose, including the absence of a quorum. Where a quorum is not present within half an hour from the time appointed for the extraordinary general meeting, the meeting shall be adjourned without requiring the consent or approval of Flex shareholders.

Q: Whom should I call with other questions?

A: If you have questions about the Transactions, the extraordinary general meeting or if you need assistance in voting your shares, you should contact: D.F. King & Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, flexltd@dfking.com. Stockholders may call toll free (800) 488-8075 and banks and brokers may call collect (212) 269-5550.

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Q: Where can I find more information regarding Flex and Nextracker?

A: You can find more information about Flex and Nextracker from the various sources described in this proxy statement/prospectus.

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Risk factors

References in this section to “Nextracker,” “our Company,” “the Company,” “us,” “we” and “our” refer to Nextracker, together with its consolidated subsidiaries including Nextracker LLC.

You should carefully consider the following risks, together with the other information contained in this proxy statement/prospectus and the exhibits hereto. Some of the risks described below relate principally to the business and the industry in which we operate, while others relate principally to the Transactions. The remaining risks relate principally to the securities markets generally and ownership of shares of our Class A common stock. For a discussion of additional uncertainties associated with forward-looking statements in this proxy statement/prospectus, see the section titled “Cautionary note regarding forward-looking statements” beginning on page 97.

Investing in our Class A common stock involves a high degree of risk. If any of the following risks occur, it could have a material adverse effect on our business, financial condition, results of operations or prospects. The risks described below are the material risks, although not the only risks, in relation to Nextracker and the Transactions. The risks described below are not the only risks that we currently face or will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect our business, financial condition or results of operations or the market price of Class A common stock following the completion of the Transactions.

In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to our Business and our Industry

The demand for solar energy and, in turn, our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.

Our future success depends on continued demand for utility-scale solar energy. Solar energy is a rapidly evolving and competitive market that has experienced substantial changes in recent years, and we cannot be certain that EPCs, developers, owners and operators of solar projects will remain active in the market or that new potential customers will pursue solar energy as an energy source at levels sufficient to grow our business. The demand for solar energy, and in turn, our products, may be affected by many factors outside of our control, including:

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If demand for solar energy fails to continue to grow, demand for our products will plateau or decrease, which would have an adverse impact on our ability to increase our revenue and grow our business. If we are not able to mitigate these risks and overcome these difficulties successfully, our business, financial condition and results of operations could be materially and adversely affected.

Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects.

We face intense competition from a large number of solar tracker companies in nearly all of the markets in which we compete. The solar tracker industry is currently fragmented. This may result in price competition being greater than expected, which would affect our margins.

Some of our competitors are developing or are currently manufacturing products based on different solar power technologies that may ultimately have costs similar to or lower than our projected costs. In addition, some of our competitors have or may have in the future have lower costs of goods sold, lower operating costs, greater name and brand recognition in specific markets in which we compete or intend to sell our products, greater market shares, access to larger customer bases, greater resources and significantly greater economies of scale than we do. Additionally, new competitors may enter our market as a result of, among other factors, lower research and development costs. We may also face adverse effects from EPCs subjecting their subcontractors who compete for their business, such as us, to contractual clauses that carry higher contractual risk to us, such as “pay if paid” clauses that requires an EPC to pay us only when the EPC’s end customer pays the EPC, higher liquidated damages amounts, increased contractual liabilities above 100% of the contract value and more limited force majeure clauses, among others. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.

We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions, which could materially and adversely affect the demand for and the average selling price of our products and services.

We face significant competition from providers of conventional and renewable energy alternatives such as coal, nuclear, natural gas and wind. We compete with conventional energy sources primarily based on price, predictability of price and energy availability, environmental considerations and the ease with which customers can use electricity generated by solar energy projects. If solar energy systems cannot offer a compelling value to customers based on these factors, then our business growth may be impaired.

Conventional energy sources generally have substantially greater financial, technical, operational and other resources than solar energy sources, and as a result may be able to devote more resources to research, development, promotion and product sales or respond more quickly to evolving industry standards and changes in market conditions than solar energy systems. Conventional and other renewable energy sources may be better suited than solar for certain locations or customer requirements and may also offer other value-added products or services that could help them compete with solar energy sources. In addition, the source of a majority of conventional energy electricity is non-renewable, which may in certain markets allow them to sell electricity more cheaply than electricity generated by solar generation facilities. Non-renewable generation is typically available for dispatch at any time, as it is not dependent on the availability of intermittent resources such as sunlight.

The cost-effectiveness, performance and reliability of solar energy products and services, compared to conventional and other renewable energy sources, could materially and adversely affect the demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

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Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations.

Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another may cause our results of operations for a particular period to fall below expectations. We have experienced seasonal and quarterly fluctuations in the past as a result of fluctuations in our customers’ businesses, changes in local and global market trends, as well as seasonal weather-related disruptions. For example, our customers’ ability to install solar energy systems is affected by weather, such as during the winter months. Inclement weather may also affect our logistics and operations by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects.

Further, given that we operate in a rapidly growing industry, the true extent of these fluctuations may have been masked by our recent growth rates and consequently may not be readily apparent from our historical results of operations and may be difficult to predict. Our financial performance, sales, working capital requirements and cash flows may fluctuate, and our past quarterly results of operations may not be good indicators of future performance or prospects. Any substantial fluctuation in revenues could have an adverse effect on our financial condition, results of operations, cash flows and stock price for any given period. In addition, revenue, and other operating results in future fiscal quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.

The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar electricity in the form of tax credits, rebates and other financial incentives. See the section titled “Business of Nextracker—Government incentives” beginning on page 179. The range and duration of these incentives varies widely by jurisdiction. Our customers typically use our systems for grid-connected applications wherein solar power is sold under a power purchase agreement or into an organized electric market. This segment of the solar industry has historically depended in large part on the availability and size of government incentives supporting the use of renewable energy. Consequently, the reduction, elimination or expiration of government incentives for grid-connected solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business. These reductions, eliminations or expirations could occur without warning. Any changes to the existing framework of these incentives could cause fluctuations in our results of operations.

The Inflation Reduction Act of 2022 (the “IRA”) made significant changes to the incentives available to solar energy projects. As a result of changes made by the IRA, United States taxpayers will be entitled to a 30% investment tax credit (“ITC”) for certain qualifying projects placed in service after 2021 and increased further to 40% for projects placed in service after 2022 that satisfy certain “domestic content” requirements. For projects placed in service after 2022, these credit amounts are subject to an 80% reduction if the project (1) does not satisfy prevailing wage and apprenticeship requirements, (2) has a maximum net output that is greater than or equal to 1 megawatt of electrical (as measured in alternating current) or thermal energy and (3) begins construction on or after January 29, 2023 (the date that is 60 days after the IRS released guidance relating to the prevailing wage and apprenticeship requirements). In addition, certain other incremental credits are potentially available for projects or facilities located in “energy communities” or “low-income communities” or that are part of “low-income economic benefit projects” or “low-income residential building projects.”

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On May 12, 2023, the U.S. Treasury Department and the IRS released Notice 2023-38 providing guidance with respect to the IRA’s domestic content bonus credit. The Treasury Department and the IRS announced their intent to issue proposed regulations in the future that will apply to taxable years ending after May 12, 2023, and that in the interim, the guidance contained in Notice 2023-38 may be relied upon with respect to any qualified facility or energy project the construction of which begins before the date ending 90 days after such proposed regulations are published. Generally, to meet the domestic content requirements a qualified facility or energy project must satisfy certain U.S. domestic sourcing or production requirements for iron, steel and manufactured products. In addition, the United States taxpayer must satisfy certain certification and substantiation requirements.

As a result of changes made by the IRA, United States taxpayers will generally also be allowed to elect to receive a production tax credit (“PTC”) in lieu of the ITC for qualified solar facilities the construction of which begins before January 1, 2025, that are placed in service after 2021. The PTC is available for electricity produced and sold to unrelated persons in the ten years following a project’s placement in service and is equal to an inflation-adjusted amount (2.75 cents per kilowatt hour for calendar year 2022, assuming the prevailing wage and apprenticeship requirements described above are satisfied or deemed satisfied, reduced by 80% if those requirements are not satisfied) for every kilowatt-hour of electricity produced by a facility. The available credit amount is increased by 10% if the domestic content requirements described above are satisfied. Certain additional incremental PTCs are also available similar to the incremental ITCs described above.

In the case of projects placed in service after 2024, each of the ITC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard (which solar does) in order to qualify for the credits. This new credit regime will continue to apply to projects that begin construction prior to the end of 2033 (and possibly later), at which point the credits will become subject to a phase-out schedule.

While these changes are intended to encourage investments in new solar projects, the impact these changes will have on our results of operations is unclear. In particular, the tax credit regime in place prior to the IRA’s enactment provided annual reductions in the applicable credit amount at the beginning of 2023 and 2024 and therefore encouraged customers to acquire our products prior to calendar year-end dates in order to qualify for a higher tax credit available for projects that commenced construction (within the meaning of IRS guidance) prior to those dates. As a result of the changes made by the IRA, while there may continue to be an incentive for taxpayers to commence construction on facilities before certain dates, the tax credits will not experience annual reductions similar to those that would have occurred at the end of 2022 and 2023 for at least ten years.

In addition, if we are unable to meet the domestic content requirements necessary for customers using our tracker products to qualify for the incremental domestic content bonus credit and our competitors are able to do so, we might experience a decline in sales for U.S. projects. While the Treasury Department’s recent Notice 2023-38 includes significant clarifications with respect to domestic content requirements, including their applicability to and treatment of photovoltaic trackers, additional further clarifying communications from the Treasury Department may be forthcoming. Moreover, the response from the solar industry, including any domestic content requirements our customers may impose on us to receive orders, as a result of the IRA and Notice 2023-38 remains uncertain. In addition, the timing and nature of the Treasury Department’s eventual proposed and final implementing regulations which are expected to supersede Notice 2023-38 remains uncertain. We may not have an adequate supply of tracker products satisfying the domestic content requirements set forth in the IRA, Notice 2023-38 and/or future implementing regulations to meet customer demand. In addition, compliance with these requirements may significantly increase our record-keeping, accounting and production costs. As a result of these risks, the domestic content requirements may have a material adverse impact on our U.S. sales, business and results of operations.

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Finally, if our customers are unable to satisfy their respective prevailing wage and apprenticeship requirements described above, the credits available to the taxpayer will be lower than the credits available under prior law. Satisfaction of these requirements is outside of our control. If a significant portion of our customers is unable to satisfy these requirements, demand for our tracker products may be adversely impacted by the reduced credits available, which could have a material adverse effect on our business, financial condition and results of operations.

Federal, state, local and foreign government bodies have implemented additional policies that are intended to promote or mandate renewable electricity generally or solar electricity in particular. For example, many U.S. states have adopted procurement requirements for renewable energy production and/or a renewable portfolio standard (“RPS”) that requires regulated utilities to procure a specified percentage of total electricity delivered to customers in the state from eligible renewable energy sources, including utility-scale solar power generation facilities, by a specified date. While the recent trend has been for jurisdictions with RPSs to maintain or expand them, there have been certain exceptions and there can be no assurances that RPSs or other policies supporting renewable energy will continue. Proposals to extend compliance deadlines, reduce renewable requirements or solar set-asides, or entirely repeal RPSs emerge from time to time in various jurisdictions. Reduction or elimination of RPSs, as well as changes to other renewable-energy and solar-energy policies, could reduce the potential growth of the solar energy industry and materially and adversely affect our business.