Offerings - Offering: 1 |
Aug. 07, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Common Units |
| Amount Registered | shares | 374,174,343 |
| Maximum Aggregate Offering Price | $ 71,297.51 |
| Fee Rate | 0.01381% |
| Amount of Registration Fee | $ 9.85 |
| Offering Note | Rule 457(f) Fee Calculation Details Represents the estimated maximum number of common units representing limited liability company interests ("Common Units") of MN8 Energy Holdings LLC (the "Registrant") issuable upon the completion of the mergers and other transactions contemplated by the Agreement and Plan of Merger (as may be amended, the "Merger Agreement"), dated as of July 21, 2026, by and among the Registrant, MN8 Energy LLC, Monarch Merger Sub, LLC and Greenbacker Renewable Energy Company LLC ("Greenbacker") and is based upon the conversion of 213,892,524 shares of Greenbacker, par value $0.001, to Common Units of the Registrant equal to the Per Share Consideration divided by the Common Unit Value, estimated to be issued and outstanding immediately prior to the Effective Time (as such terms are defined in the Merger Agreement). The number of Common Units that may be issued based on the Merger Agreement may differ from the foregoing estimates. The actual value of the consideration and number of Common Units to be issued may differ from the foregoing, since the actual value and number of Common Units to be issued as merger consideration will not be determined until the closing date. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-4 also covers an indeterminate number of additional Common Units of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions. Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rule 457(f)(2) under the Securities Act. Greenbacker is a private company, no market exists for its securities, and Greenbacker has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is calculated based on an aggregate offering amount equal to one-third of the aggregate par value of shares of Greenbacker that will be exchanged in the merger. |