GE Vernova LLC

S-11 d783090ds1.htm S-1

As filed with the Securities and Exchange Commission on March 13, 2024

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GE Vernova LLC*

(Exact name of Registrant as specified in its charter)

58 Charles Street

Cambridge, MA

**617-674-7555 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rachel Gonzalez, Esq.

58 Charles Street

Cambridge, MA

02141

**617-674-7555 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Christodoulos Kaoutzanis, Esq.

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

212-373-3000 (Telephone)

212-757-3990 (Facsimile)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company.* See*the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED MARCH 13, 2024

**GE Vernova LLC 1 **

Following the Spin-Off (as defined herein), the Company is offering participants in the GE Vernova Retirement Savings Plan the opportunity to invest a portion of their plan account balances in up to 12,500,000 shares of GE Vernova common stock in the GE Vernova Stock Fund under the GE Vernova Retirement Savings Plan. This prospectus also relates to an indeterminate number of plan interests to be offered and sold under the GE Vernova Retirement Savings Plan. GE Vernova is currently a wholly-owned subsidiary of GE. Following the Spin-Off, GE Vernova will be a separate public company with common stock listed on The New York Stock Exchange LLC under the symbol “GEV.”

For a discussion of risks that you should consider, see “Risk Factors” beginning on page 25 of this prospectus, and “Notice of Your Rights Concerning Employer Securities” in this prospectus.

The interests in the GE Vernova Retirement Savings Plan and the offering of shares of GE Vernova common stock have not been approved or disapproved by the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered by this prospectus are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus may be used only in connection with offers and sales by GE Vernova in the offering of GE Vernova common stock and plan interests that may be acquired within the GE Vernova Retirement Savings Plan. No one may use this prospectus to reoffer or resell interests in shares of GE Vernova common stock and plan interests acquired through the GE Vernova Retirement Savings Plan.

You should rely only on the information contained in this prospectus. GE, GE Vernova and the GE Vernova Retirement Savings Plan have not authorized anyone to provide you with different information.

This prospectus does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus nor any sale of GE Vernova common stock shall under any circumstances imply that there has not been a change in the affairs of GE, GE Vernova or the GE Vernova Retirement Savings Plan since the date of this prospectus, or that the information contained in this prospectus or incorporated by reference is correct as of any time after the date of this prospectus.

The date of this prospectus is , 2024.