SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Springwater Promote LLC (Last) (First) (Middle) C/O SPRINGWATER SPECIAL SITUATIONS CORP. 405 LEXINGTON AVENUE, 11TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/25/2021	3. Issuer Name and Ticker or Trading Symbol Springwater Special Situations Corp. [ SWSS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,882,500(1)(3)	I	By Springwater Promote LLC(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(4)	(5)	Common Stock	285,000(3)	$11.5	I	By Springwater Promote LLC(2)

1. Name and Address of Reporting Person* Springwater Promote LLC (Last) (First) (Middle) C/O SPRINGWATER SPECIAL SITUATIONS CORP. 405 LEXINGTON AVENUE, 11TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gruschka Martin (Last) (First) (Middle) C/O SPRINGWATER SPECIAL SITUATIONS CORP. 405 LEXINGTON AVENUE, 11TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

1. Name and Address of Reporting Person* Casanova Ignacio (Last) (First) (Middle) C/O SPRINGWATER SPECIAL SITUATIONS CORP. 405 LEXINGTON AVENUE, 11TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer

1. Name and Address of Reporting Person* Pendas Angel (Last) (First) (Middle) C/O SPRINGWATER SPECIAL SITUATIONS CORP. 405 LEXINGTON AVENUE, 11TH FLOOR (Street) NEW YORK NY 10174 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Secretary

Explanation of Responses:

1. Includes up to 562,500 shares that may be forfeited if the underwriters of the Issuer's initial public offering do not exercise the overallotment option in full.

2. The securities are owned directly by Springwater Promote LLC, a ten percent owner of the Issuer, and indirectly by its managing members, Martin Gruschka, a Director and the Chief Executive Officer of the Issuer, Ignacio Casanova, a Director and the Chief Financial Officer of the Issuer, and Angel Pendas, a Director and the Secretary of the Issuer. Each of the three managing members has one vote, and the approval of at least two of the three is required for approval of an action of the entity. Each of Messrs. Gruschka, Casanova, and Pendas disclaims beneficial ownership of the securities held by Springwater Promote LLC, except to the extent of his pecuniary interest therein.

3. Includes securities underlying units which, prior to the effective date of the registration statement relating to the Issuer's initial public offering, the reporting person irrevocably committed to purchase. Each unit consists of one share of common stock and one-half of one warrant entitling the holder to purchase one share of common stock. Does not include securities underlying up to 56,250 units which such entity irrevocably committed to purchase in the event the underwriters in the Issuer's initial public offering exercise the overallotment option in full.

4. Each warrant will become exercisable 30 days after the completion of an initial business combination.

5. Each warrant will expire five years after the completion of an initial business combination.

	Martin Gruschka as Managing Member of Springwater Promote LLC	08/25/2021
	Martin Gruschka	08/25/2021
	Ignacio Casanova	08/25/2021
	Angel Pendas	08/25/2021
	** Signature of Reporting Person	Date
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