UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
c/o Graubard Miller
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant’s Telephone Number, Including Area Code)
SPRINGWATER SPECIAL SITUATIONS CORP.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
The Stock Market LLC | ||||
The Stock Market LLC | ||||
The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective August 2, 2023, each of Martin Gruschka, Ignacio Casanova, Angel Pendas and Eduardo Montes resigned from the Board of Directors of Springwater Special Situations Corp. (the “Company”) and from each officer position they may have held with the Company – Mr. Gruschka from the office of Chief Executive Officer, Mr. Casanova from the office of Chief Financial Officer, and Mr. Pendas from the office of Secretary. Such individuals’ resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
At the same time as and in connection with the resignations described above, Raghunath Kilambi, 57, was elected Chief Executive Officer and Chief Financial Officer of the Company. Mr. Kilambi has served as a director of the Company since May 2023 and as an advisor to the Company from its initial public offering until May 2023. Mr. Kilambi is an experienced technology investor and entrepreneur with over 25 years of global business experience in public and private investments, building businesses and creating shareholder value. He has served as Chief Executive Officer of PowerTap Hydrogen Capital Corp. since May 2020 and is a co-founder and a member of the advisory board to Goal Acquisitions Corp. (Nasdaq: PUCK). He has helped raised over $1.5 billion of equity and debt capital for private and public companies in the USA and Canada and has been involved in many acquisitions and exits of companies. His experience includes operational management, financial reporting, corporate governance corporate finance, public offerings in USA, strategic acquisitions and investments, international business development, merchant banking and corporate restructuring in sectors including technology and clean technology. Mr. Kilambi served as Vice Chairman and Chief Financial Officer of ConversionPoint Technologies from December 2017 to January 2020. ConversionPoint was sold in two transactions to a private equity-backed group and a strategic buyer. Mr. Kilambi has also been the principal of Kirarv Capital, a technology investment firm, since June 2009. Previously, from 1998 to 2001, Mr. Kilambi was the Co-Founder, Chief Financial Officer and Chief Strategy Officer of FutureLink Corp., a leading first-generation VC-backed cloud computing technology company that grew from a startup to over $100 million in annualized revenues.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 2, 2023, the Company filed an amendment to its Amended and Restated Certificate of Incorporation, as amended, changing the name of the Company from “Springwater Special Situations Corp.” to “Clean Energy Special Situations Corp.” A copy of such amendment is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit | Description | |
3.1 | Amendment to the Amended and Restated Certificate of Incorporation. | |
104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2023
CLEAN ENERGY SPECIAL SITUATIONS CORP. | ||
By: | /s/ Raghunath Kilambi | |
Name: | Raghunath Kilambi | |
Title: | Chief Executive Officer |
2
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SPRINGWATER SPECIAL SITUATIONS CORP.
Pursuant to Section 242 of the Delaware General Corporation Law
The undersigned Chief Executive Officer of SPRINGWATER SPECIAL SITUATIONS CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
1. | The directors of the Corporation declared the advisability of and adopted a resolution by written consent authorizing the Corporation to amend the Amended and Restated Certificate of Incorporation to change the Corporation’s name. |
2. | In accordance with Section 242 of the Delaware General Corporation Law, no meeting or vote of stockholders is required to adopt an amendment to a company’s certificate of incorporation that effects only a change of corporate name when the corporation’s board of directors declares the advisability of, and adopts a resolution setting forth, such an amendment. |
3. | Article FIRST is hereby deleted and replaced in its entirety as follows: |
FIRST: The name of the corporation is Clean Energy Special Situations Corp. (hereinafter sometimes referred to as the “Corporation”). |
- - -
IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Amended and Restated Certificate of Incorporation this 2nd day of August, 2023.
SPRINGWATER SPECIAL SITUATIONS CORP. | ||
By: | /s/ Raghunath Kilambi | |
Raghunath Kilambi | ||
Chief Executive Officer |
JQ"(6,P$ "(" / " 7H1 M !X;"]W;W)K8F]O:RYX;6Q02P$"% ,4 " %@ )7)!Z;HJT #X 0 M&@ @ ':$@ >&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-0 M2P$"% ,4 " %@ )799!YDAD! #/ P $P @ &_$P I6T-O;G1E;G1?5'EP97-=+GAM;%!+!08 "0 ) #X" )%0 ! end
78[]7!6_:3 @
MJE2SQ:@#'M3%Z7/2'YC2WQG?L"E&DC,\/#[=QY^:%T_(.6*L2V],.OI=WND3OP*T;RP;"]AP>G
M>9;L54>U:MY2COWC&^,HK^"CKV;-*A^[YOG5L'][/6I;PPH]J;>J@^.37CGM
M'C52+B/:^>.UPF[JK7JME?J:.CI4O_]H=DN7]OF%5K@__WI[4A@<-[*L/:
MKG5=U
>R_)UCS/EZ_V&
MG9UOCGLXOB5Q73R W 03&<;*,1S0#+WUQ0\/MG=%V#;DN-474:C?O^MGASUZ
M:T:G$3? )',_X01/NN]90!8SIC6,GW2-
]?M\A[][^^@O!I_.;ZY(K!CQLDPL9N'T1R3?D$XVA
M3:Y!@*)&JC?D"^6IE<@KQD&1GHP3#@90D7MJDY-:X\PGKKN'W2\@0JGNA_V%
MW8DQB6Y[WG0ZK0GY3*=2/>E:(./]#(X,-:E>6*O/ZL6S'_V6Z6!!_IV^_UO^
M.1NRQS&(T_32;WT('BB[^!8,S#_)L/41^'L3)R=^Q#\.YK?)?/AX"O/[JXO>
M8_ST\-=U[K*C@PG$E.!B"-UU;'Y%>M-63:JQUZS7&][C[7[D2M^V6P9^_82+1"A!#BHA=.'IQ.F
ML$"^(D_X$U(HP5NFA;U$"[0H 0YJX73A<72ACK4_"UZ^=B!GV +FBWA!PIVN
M-YZN$*4?0ZD=D*7Q)V?8 L*+>$'"G:XHOEIAL=!A\#?!-VJ9;.0M(]Y:H 4"
MP+A!(9RN'+[:/K]8(-[56*I"P;H-$MA!0_S;''H+_O?O,_%]L]0DGA.P E
M =B^T1I4P 95<)0FWZ@E%ME9603-.%.V$*2J5*,5J04>U,5IFIQ]S4/IL)RQ
M:S3W %R0;:=9\&TXH\2_IAR5SOLS9BW@^A M2+73S/
]B,DUXD-2-=78NF=HG$C=,
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MB39R?'P>3V9W<=I8A,XN<38F >;*$