0001041062-24-000075.txt : 20240214
0001041062-24-000075.hdr.sgml : 20240214
20240214171115
ACCESSION NUMBER: 0001041062-24-000075
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20240214
DATE AS OF CHANGE: 20240214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Clean Energy Special Situations Corp.
CENTRAL INDEX KEY: 0001838000
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92817
FILM NUMBER: 24640453
BUSINESS ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10174
BUSINESS PHONE: (212) 818-8800
MAIL ADDRESS:
STREET 1: C/O GRAUBARD MILLER
STREET 2: 405 LEXINGTON AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10174
FORMER COMPANY:
FORMER CONFORMED NAME: Springwater Special Situations Corp.
DATE OF NAME CHANGE: 20201228
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Atalaya Capital Management LP
CENTRAL INDEX KEY: 0001812285
ORGANIZATION NAME:
IRS NUMBER: 113774841
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
BUSINESS PHONE: 2122011924
MAIL ADDRESS:
STREET 1: ONE ROCKEFELLER PLAZA, 32ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10020
SC 13G/A
1
ACM_13G-A-1_CleanEnergy.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Clean Energy Special Situations Corp.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
85205U107
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject
to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 85205U107
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see
instructions)
(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
0
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10
Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
[]
11
Percent of class represented by amount in row (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 85205U107
1
Names of Reporting Persons
ACM ASOF VII (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10
Check box if the aggregate amount in row (9) excludes certain
shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 85205U107
1
Names of Reporting Persons
ACM Alameda Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see
instructions)
(a) [ ]
(b) [x]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10
Check box if the aggregate amount in row (9) excludes certain
shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 85205U107
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see
instructions)
(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
0
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10
Check box if the aggregate amount in row (9) excludes certain
shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
Clean Energy Special Situations Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York,
NY 10174
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Special Purpose Investment Fund II LP (ASPIF II);
ii. ACM ASOF VII (Cayman) Holdco LP (ASOF);
iii. ACM Alameda Special Purpose Investment Fund II LP
(Alameda); and
iv. Atalaya Capital Management LP (ACM).
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of ASPIF
II,
ASOF, Alameda and ACM is One Rockefeller Plaza, 32nd Floor, New
York, NY 10020.
Item 2(c). Citizenship:
Each of ASPIF II and ACM is a Delaware limited partnership.
Each of ASOF and Alameda is a Cayman Islands exempted limited
partnership.
Item 2(d). Title and Class of Securities:
Common stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
85205U107
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner
of 0 Shares, which amount includes (i) the 0 Shares beneficially
owned by ASPIF II, (ii) the 0 Shares beneficially owned by ASOF
and (iii) the 0 Shares beneficially owned by Alameda.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 0% of Shares outstanding, which amount includes
(i) 0% of Shares outstanding beneficially owned by ASPIF II,
(ii) 0% of Shares outstanding beneficially owned by ASOF and
(iii) 0% of Shares outstanding beneficially owned by Alameda.
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Alameda:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting persons have ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [X].
Item 6. Ownership of more than Five Percent on Behalf of Another
Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary
which acquired
the security being reported on by the parent holding company or
control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the
group.
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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, other than activities solely in connection with a
nomination
under 240.14a-11.
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.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alameda Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
February 14, 2024
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 this filing person), evidence of the representatives 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).