CUSIP No. 35952H601
(1)Names of reporting persons. BlackRock, Inc.
(2) Check the appropriate box if a member of a group
(a) [ ]
(b) [X]
(3) SEC use only
(4) Citizenship or place of organization
Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
41042945
(6) Shared voting power
0
(7) Sole dispositive power
41638351
(8) Shared dispositive power
0
(9) Aggregate amount beneficially owned by each reporting person
41638351
(10) Check if the aggregate amount in Row (9) excludes certain shares
(11) Percent of class represented by amount in Row 9
10.3%
(12) Type of reporting person
HC
Item 1.
Item 1(a) Name of issuer:
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FUELCELL ENERGY INC
Item 1(b) Address of issuer's principal executive offices:
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3 GREAT PASTURE ROAD
DANBURY CT 06813
Item 2.
2(a) Name of person filing:
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BlackRock, Inc.
2(b) Address or principal business office or, if none, residence:
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BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
2(c) Citizenship:
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See Item 4 of Cover Page
2(d) Title of class of securities:
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Common Stock
2(e) CUSIP No.:
See Cover Page
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
[ ] Broker or dealer registered under Section 15 of the Act;
[ ] Bank as defined in Section 3(a)(6) of the Act;
[ ] Insurance company as defined in Section 3(a)(19) of the Act;
[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940;
[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
[ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
[X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940;
[ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J);
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing
as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned:
41638351
Percent of class
10.3%
Number of shares as to which such person has:
Sole power to vote or to direct the vote
41042945
Shared power to vote or to direct the vote
0
Sole power to dispose or to direct the disposition of
41638351
Shared power to dispose or to direct the disposition of
0
Item 5.
Ownership of 5 Percent or Less of a Class. If this statement is being
filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than 5 percent
of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of
the common stock of
FUELCELL ENERGY INC.
No one person's interest in the common stock of
FUELCELL ENERGY INC
is more than five percent of the total outstanding common shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
See Exhibit A
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: May 4, 2023
BlackRock, Inc.
Signature: Spencer Fleming
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Name/Title Attorney-In-Fact
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative.
If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
Subsidiary
BlackRock Life Limited
Aperio Group, LLC
BlackRock Advisors, LLC
BlackRock (Netherlands) B.V.
BlackRock Institutional Trust Company, National Association
BlackRock Asset Management Ireland Limited
BlackRock Financial Management, Inc.
BlackRock Asset Management Schweiz AG
BlackRock Investment Management, LLC
BlackRock Investment Management (UK) Limited
BlackRock Asset Management Canada Limited
BlackRock Investment Management (Australia) Limited
BlackRock Fund Advisors
BlackRock Fund Managers Ltd
*Entity beneficially owns 5% or greater of the outstanding
shares of the security class being reported on this
Schedule 13G.
Exhibit B
POWER OF ATTORNEY
The undersigned, BlackRock, Inc., a corporation duly organized
under the laws of the State of Delaware, United States (the
"Company"), does hereby make, constitute and appoint each of
Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer
Fleming, Daniel Goldmintz, Laura Hildner, Elizabeth Kogut,
David Maryles, Christopher Meade, Una Neary, Charles Park,
Daniel Riemer, David Rothenberg and Brenda Schulz, acting severally,
as its true and lawful attorneys-in-fact, for the purpose of,
from time to time, executing, in its name and on its behalf
and on behalf of its direct and indirect subsidiaries,
any and all documents, certificates, instruments, statements, filings,
agreements and amendments (collectively, "documents")
determined by such person to be necessary or appropriate to
comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or
regulatory authority, including, without limitation, Schedules
13D and 13G and Forms 3, 4, 5, 13F and 13H and any amendments to
any of the foregoing as may be required to be filed with the
Securities and Exchange Commission, and delivering, furnishing or
filing any such documents with the appropriate governmental or
regulatory authority or other person, and giving and granting to
each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully and to all intents
and purposes as the Company and/or its direct and indirect
subsidiaries, as applicable, might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof. Any such determination by an
attorney-in-fact named herein shall be conclusively evidenced by such
person's execution, delivery, furnishing or filing of the applicable document.
This power of attorney shall expressly revoke the power of attorney
dated 2nd day of January, 2019 in respect of the subject matter hereof,
shall be valid from the date hereof and shall remain in full force and
effect until either revoked in writing by the Company, or, in respect
of any attorney-in-fact named herein, until such person ceases
to be an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of attorney to be
executed as of this 30th day of April, 2023.
BlackRock, Inc.
By: /s/ R. Andrew Dickson, III
Name: R. Andrew Dickson, III
Title: Corporate Secretary
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