SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Feb 10, 2023

2. SEC Identification Number

CS201627300

3. BIR Tax Identification No.

009-468-103

4. Exact name of issuer as specified in its charter

SP New Energy Corporation

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

20th Floor PhilamLife Tower, 8767 Paseo de Roxas, Barangay Bel-Air, Makati City Postal Code 1226

8. Issuer's telephone number, including area code

02) 8817-2585

9. Former name or former address, if changed since last report

Solar Philippines Nueva Ecija Corporation

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares	10,000,000,000

11. Indicate the item numbers reported herein

Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

SP New Energy CorporationSPNEC

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Results of the February 9 2023 Meeting of the Board of Directors
Background/Description of the Disclosure
In connection with the share swap between SPNEC and its parent, Solar Philippines Power Project Holdings, Inc. (SP), please be informed that the Board of Directors of SPNEC, at its meeting on February 9 2023, approved SP entering into Memoranda of Agreement (MOA’s) with Prime Infrastructure, Inc. (Prime) on the way forward for their joint ventures (JV) in Terra Solar Philippines, Inc. (TSPI), Solar Tanauan Corporation (Solar Tanauan), and Solar Philippines Tarlac Corporation (Solar Tarlac), considering that SP's shares in these JV's are part of SPNEC's share swap. These MOA's include the following: - Amendments to the Shareholders’ Agreement of TSPI between SP and Prime to streamline the decision-making process and reach agreements efficiently and commercially via deadlock resolution mechanisms. On this basis, the parties agreed to continue their JV in TSPI. TSPI has signed a 850 MWac Mid-Merit Power Supply Agreement (PSA) with Meralco with a scheduled delivery date by the first quarter of 2026, and plans to break ground within 2023. - Sale of common shares in Solar Tanauan by SP to Prime for Php 1 billion upon execution of the agreements, which would result in Prime owning 100% of Solar Tanauan (with the proceeds of this sale going to SPNEC after the share swap, subject to regulatory approval). Solar Tanauan has a PSA with Meralco for 50 MWac, has secured over 140 hectares of land, and is currently under construction. - Redemption or purchase of preferred shares in Solar Tarlac of Prime by Solar Tarlac or SP for Php 1.5 billion plus accrued dividends by or before March 31 2024, which, with additional equity, would result in SP (or SPNEC after the share swap) owning 100% of Solar Tarlac. Solar Tarlac has a PSA with Meralco for 85 MWac, has secured over 140 hectares of land, and currently has 100 MW operating and 50 MW under construction. Terms of the MOA’s will apply to SPNEC upon the completion of its share swap with SP. With these agreements, SP and Prime have agreed to focus the efforts of their JV on TSPI, in recognition of the value in working together for the success of the Terra Solar project.
Other Relevant Information
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