SWSS / Clean Energy Special Situations Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 (April 30, 2025) Clean Energy Special Situations Corp. (Exact name of registrant as specified in its charter) Delaware 001-40757 85-3501488 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Clean Energy Special Situations Corp. 12600 Hill County Blvd. Suite R-275 Austin, Texas 78738

Clean Energy Special Situations Corp. 12600 Hill County Blvd. Suite R-275 Austin, Texas 78738 March 6, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Stacie Gorman and Dorrie Yale Re: Clean Energy Special Situations Corp. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed March 3, 2025 File No. 001-40757 Ladies and Gentlemen: We hereby

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Clean Energy Special Situations Corp. 12600 Hill County Blvd. Suite R-275 Austin, Texas 78738

Clean Energy Special Situations Corp. 12600 Hill County Blvd. Suite R-275 Austin, Texas 78738 March 3, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Stacie Gorman and Dorrie Yale Re: Clean Energy Special Situations Corp. Preliminary Proxy Statement on Schedule 14A Filed February 14, 2025 File No. 001-40757 Ladies and Gentlemen: We hereby submit the res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

SWSS / Clean Energy Special Situations Corp. / Alberta Investment Management Corp - SC 13G/A Passive Investment

SC 13G/A 1 d872309dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) CLEAN ENERGY SPECIAL SITUATIONS CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 85205U107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2024 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation (Comm

Clean Energy Special Situations Corp. Announces Signing of Non-Binding Letter of Intent for a Business Combination with a Leading B2B iGaming Technology Platform Company

Exhibit 99.1 Clean Energy Special Situations Corp. Announces Signing of Non-Binding Letter of Intent for a Business Combination with a Leading B2B iGaming Technology Platform Company New York, New York, June 07, 2024 (GLOBE NEWSWIRE) - Clean Energy Special Situations Corp., a publicly traded special purpose acquisition company (SPAC) (the “Company”), today announced the signing of a non-binding l

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation (Comm

Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities

Exhibit 99.1 Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities New York, New York, May 29, 2024 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (the “Company”) announced that, on May 23, 2024, it received a notification letter (the “Notification Letter”) from the staff of the Listing Qualifications Department (the “Staff”) of t

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAN ENERGY SPECIAL SITUATIONS CORP. Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAN ENERGY SPECIAL SITUATIONS CORP. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of CLEAN ENERGY SPECIAL SITUATIONS CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 14a Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 14a Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40757 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 14a Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 schedule 14a Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation (Co

Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities and Plans to File for Hearing

Exhibit 99.1 Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities and Plans to File for Hearing New York, New York, April 29, 2024 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (the “Company”) announced that, on April 23, 2024, it received a notification letter (the “Notification Letter”) from the staff of the Listing Qualificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40757 Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 CLEAN ENERGY SPEC

SWSS / Clean Energy Special Situations Corp. / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation

Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities and Files for Hearing

Exhibit 99.1 Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities and Files for Hearing New York, New York, February 21, 2024 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (the “Company”) announced that, on February 14, 2024, it received a formal notice (the “Formal Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating

US85205U2069 / Springwater Special Situations Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245838d28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2 )* Clean Energy Special Situations Corp. (f/k/a Springwater Special Situations Corp.) (Name of Issu

SWSS / Clean Energy Special Situations Corp. / Alberta Investment Management Corp - SC 13G/A Passive Investment

SC 13G/A 1 d755964dsc13ga.htm SC 13G/A 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) Che

SWSS / Clean Energy Special Situations Corp. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Clean Energy Special Situations Corp. (formerly known as Springwater Special Situations Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 85205U107 (CUSIP Number) December 31,

SWSS / Clean Energy Special Situations Corp. / Magnetar Financial LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm243910d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* CLEAN ENERGY SPECIAL SITUATIONS CORP. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o

Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on January 26, 2024.

EX-99.2 3 tm243910d8ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal

Joint Filing Agreement, dated as of January 26, 2024, among the Reporting Persons.

EX-99.1 2 tm243910d8ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of CLEAN ENERGY SPECIAL SITUATIONS CORP. dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to an

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 29, 2023 CLEAN ENERGY SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 CLEAN ENERGY SPECIAL S

Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing

Exhibit 99.1 Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing New York, New York, Dec. 01, 2023 (GLOBE NEWSWIRE) - Clean Energy Special Situations Corp. (the “Company”) announced that on November 29, 2023, it received a notification letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CLEAN ENERGY SPECIAL SITUATIONS CORP. Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of CLEAN ENERGY SPECIAL SITUATIONS CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 CLEAN ENERGY SPEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2023 CLEAN ENERGY SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 CLEAN ENERGY SPEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 CLEAN ENERGY SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (

Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing

Exhibit 99.1 Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing New York, New York, August 30, 2023 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (Nasdaq: SWSS) (the “Company”) announced today that the Nasdaq Stock Market LLC (“Nasdaq”), by letter dated August 23, 2023 (the “Notice”), notified the Company that it was not in compliance with

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Tr

Amendment to the Amended and Restated Certificate of Incorporation.

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2023 Clean Energy Special Situations Corp. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 SPRINGWATER SPECIAL S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 SPRINGWATER SPECIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (Comm

Springwater Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing

Exhibit 99.1 Springwater Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing New York, New York, May 25, 2023 (GLOBE NEWSWIRE) - Springwater Special Situations Corp. (Nasdaq: SWSS) (the “Company”) announced today that the Nasdaq Stock Market LLC (“Nasdaq”), by letter dated May 25, 2023 (the “Notice”), notified the Company that it was not in compliance with Nasdaq’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SPRINGWATER SPECIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ T

Description of the Registrant’s Securities

Exhibit 4.7 DESCRIPTION OF SECURITIES General The following description summarizes the material terms of the securities of Springwater Special Situations Corp. (the “Company,” “we,” “us,” and “our”). Because this description is only a summary, it may not contain all the information that is important to you. For a complete description you should refer to our amended and restated certificate of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-40757 SPRI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-40757 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its charter) Delaware 85-3501488 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022

Rights Agreement

Exhibit 1 RIGHTS AGREEMENT Agreement made as of March 2, 2023 between Springwater Special Situations Corp.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Springwater Special Situations Corp. (Exact Name of Re

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Springwater Special Situations Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3501488 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Graubard M

Form of Rights Certificate

Exhibit 2 NUMBER RIGHTS R SPRINGWATER SPECIAL SITUATIONS CORP. A DELAWARE CORPORATION RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 85205U 123 THIS CERTIFIES THAT, for value received, is the registered holder of a right or rights (the “Right”) to receive one-twelve-and-a-halfth (1/12.5) of one share of common stock, par value $0.0001 per share (“Common Stock”), of Springwater Special Situations

Rights Agreement

Exhibit 4.1 RIGHTS AGREEMENT Agreement made as of March 2, 2023 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 44th Floor, New York, New York, 10174 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WH

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 2, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (Com

Rights Agreement

Exhibit 4.1 RIGHTS AGREEMENT Agreement made as of March 2, 2023 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 44th Floor, New York, New York, 10174 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Right Agent”). WH

Form of Right Certificate

Exhibit 4.2 NUMBER RIGHTS R SPRINGWATER SPECIAL SITUATIONS CORP. A DELAWARE CORPORATION RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 85205U 123 THIS CERTIFIES THAT, for value received, is the registered holder of a right or rights (the “Right”) to receive one-twelve-and-a-halfth (1/12.5) of one share of common stock, par value $0.0001 per share (“Common Stock”), of Springwater Special Situation

Amendment to the Amended and Restated Certificate of Incorporation.****

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, being a duly authorized 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 name

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2023 SPRINGWATER SPE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2023 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

SWSS / Springwater Special Situations Corp / Shaolin Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Springwater Special Situations Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d

SWSS / Springwater Special Situations Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Springwater Special Situations Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

LIMITED POWER OF ATTORNEY

EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or

SWSS / Springwater Special Situations Corp / Magnetar Financial LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Springwater Special Situations Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Springwater Special Situations Corp. dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 1

US85205U2069 / Springwater Special Situations Corp. / Hartree Partners, LP - SCHEDULE 13G (AMENDMENT NO. 1) Passive Investment

SC 13G/A 1 s020823a.htm SCHEDULE 13G (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G AMENDMENT NO. 1 Under the Securities Exchange Act of 1934 Springwater Special Situations Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 85205U206 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 SPRINGWATER SPECI

SWSS / Springwater Special Situations Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Springwater Special Situations Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 85205U107 (CUSIP Number) August 17, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 SPRINGWATER SPECIAL SI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 SPRINGWATER SPECIAL S

Press release

Exhibit 3.1 SPRINGWATER SPECIAL SITUATIONS CORP. RECEIVES NASDAQ NOTIFICATION OF NON-COMPLIANCE WITH LISTING RULES NEW YORK, NEW YORK ? April 22, 2022 ? Springwater Special Situations Corp. (NASDAQ: SWSS) (?Springwater? or the ?Company?), a blank check company formed for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combina

Financial Statements and Exhibits, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2022 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (Co

Description of the Registrant’s Securities.

Exhibit 4.5 DESCRIPTION OF SECURITIES General We are authorized to issue 50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. 22,481,839 shares of common stock are currently outstanding. No shares of preferred stock are currently outstanding. The following description summarizes the material terms of our securities. Because this descript

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-40757 SPRI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-40757 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its charter) Delaware 85-3501488 (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: March 31, 2022 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2022 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (Co

Amended and Restated Bylaws.***

Exhibit 3.1 BY LAWS OF SPRINGWATER SPECIAL SITUATIONS CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Springwater Special Situations Corp. (the ?Corporation?) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the registered agent of the corporation

SWSS / Springwater Special Situations Corp / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Springwater Special Situations Corp. (Name of Issuer) common stock, $0.0001 par value (Title of Class of Securities) 85205U107 (CUSIP Numbe

SWSS / Springwater Special Situations Corp / Shaolin Capital Management LLC - SC 13G SWSS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Springwater Special Situations Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

SWSS / Springwater Special Situations Corp / Polar Asset Management Partners Inc. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Springwater Special Situations Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

SWSS / Springwater Special Situations Corp / Magnetar Financial LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Springwater Special Situations Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 85205U107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40757 SPRINGWATER SPECI

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: February 28, 2022 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40757 CUSIP NUMBER 85205U206 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2

Springwater Special Situations Corp. Announces Separate Trading of its Common Stock and Warrants

Exhibit 99.1 Springwater Special Situations Corp. Announces Separate Trading of its Common Stock and Warrants September 21, 2021 NEW YORK?(BUSINESS WIRE)?Springwater Special Situations Corp. (NASDAQ: SWSSU) (the ?Company?) announced today that, commencing on or about September 23, 2021, holders of its units sold in the Company?s initial public offering may elect to separately trade shares of the C

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2021 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation)

SWSS / Springwater Special Situations Corp / Alberta Investment Management Corp Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) SPRINGWATER SPECIAL SITUATIONS CORP. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 85205U206 (CUSIP Number) August 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

Financial Statements and Exhibits, Other Events

8-K 1 ea147062-8kspringwater.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2021 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488

Springwater Special Situations Corp. Announces Closing of Partial Over-Allotment Option from Initial Public Offering

Exhibit 99.1 Springwater Special Situations Corp. Announces Closing of Partial Over-Allotment Option from Initial Public Offering NEW YORK, NY, September 7, 2021?(BUSINESS WIRE)?Springwater Special Situations Corp. (the ?Company?) announced today that it closed the sale of an additional 2,118,624 units at $10.00 per unit for aggregate gross proceeds of $21,186,240 pursuant to the underwriters? ove

Hartree Partners, LP - SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Springwater Special Situations Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 85205U206 (CUSIP Number) 8/26/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2021 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (C

Springwater Special Situations Corp. Announces Closing of $150,000,000 Initial Public Offering

Exhibit 99.2 Springwater Special Situations Corp. Announces Closing of $150,000,000 Initial Public Offering NEW YORK, NY, August 30, 2021?(BUSINESS WIRE)?Springwater Special Situations Corp. (the ?Company?) announced today that it closed its initial public offering of 15,000,000 units at $10.00 per unit. The units are listed on the Nasdaq Capital Market (?Nasdaq?) and commenced trading under the t

SPRINGWATER SPECIAL SITUATIONS CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 SPRINGWATER SPECIAL SITUATIONS CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of August 30, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Springwater Special Situations Corp. Opinion on the

Form of Indemnification Agreement.

Exhibit 10.4 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of August 25, 2021 (?Agreement?), by and between Springwater Special Situations Corp., a Delaware corporation (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPRINGWATER SPECIAL SITUATIONS CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Springwater Special Situations Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporatio

Springwater Special Situations Corp. Announces Pricing of $150,000,000 Initial Public Offering

Exhibit 99.1 Springwater Special Situations Corp. Announces Pricing of $150,000,000 Initial Public Offering NEW YORK, NY, August 25, 2021?(BUSINESS WIRE)?Springwater Special Situations Corp. (the ?Company?) announced today that it priced its initial public offering of 15,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Capital Market (?Nasdaq?) and will begin trading tomorr

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of August 25, 2021 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New Y

Underwriting Agreement between the Company and EarlyBirdCapital Inc., as representative of the underwriters.

Exhibit 1.1 EXECUTION VERSION 15,000,000 Units SPRINGWATER SPECIAL SITUATIONS CORP. UNDERWRITING AGREEMENT New York, New York August 25, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Springwater Special Situations Corp., a Delaware corporation (the ?Company?), hereby confirms its agreem

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of August 25, 2021 by and between Springwater Special Situations Corp. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254088 (?Registration Statement?) and prospectus (?Prospe

Business Combination Marketing Agreement.

EX-1.2 3 ea146570ex1-2spring.htm BUSINESS COMBINATION MARKETING AGREEMENT Exhibit 1.2 EXECUTION VERSION EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 August 25, 2021 Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, NY 10174 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Springwater Special Si

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 25, 2021 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-40757 85-3501488 (State or Other Jurisdiction of Incorporation) (C

Registration Rights Agreement*

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of August 25, 2021, by and among Springwater Special Situations Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Compa

Administrative Services Agreement.

Exhibit 10.3 SPRINGWATER SPECIAL SITUATIONS CORP. c/o Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174 August 25, 2021 Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for

$150,000,000 Springwater Special Situations Corp. 15,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-254088 PROSPECTUS $150,000,000 Springwater Special Situations Corp. 15,000,000 Units Springwater Special Situations Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses

Radcliffe Capital Management, L.P. - SCHEDULE 13G

SC 13G 1 tm2125993d1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Springwater Special Situations Corp. (Name of Issuer) common stock, $0.0001 par value (Title of C

August 23, 2021

August 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: Springwater Special Situations Corp.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Springwater Special Situations Corp. (Exact Name of Re

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Springwater Special Situations Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3501488 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Graubard M

Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174

CORRESP 1 filename1.htm Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 August 23, 2021 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Springwater Special Situations Corp. Registration Statement on Form S-1 File No. 333-254088 Ladies and Gentlemen: Springwater Special Situations Corp. (th

As filed with the Securities and Exchange Commission on August 19, 2021

S-1/A 1 fs12021a5springwaterspec.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 19, 2021 Registration No. 333-254088 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its c

As filed with the Securities and Exchange Commission on August 6, 2021

S-1/A 1 fs12021a4springwater.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 6, 2021 Registration No. 333-254088 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its charte

Form of Underwriting Agreement.*

EX-1.1 2 fs12021a3ex1-1springwater.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 15,000,000 Units Springwater special situations corp. UNDERWRITING AGREEMENT New York, New York [ ], 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Springwater Special Situations Corp., a Delaware corporati

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [], 2021 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of [], 2021 by and between Springwater Special Situations Corp. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254088 (?Registration Statement?) and prospectus (?Prospectus?)

Form of Registration Rights Agreement.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [], 2021, by and among Springwater Special Situations Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company desi

As filed with the Securities and Exchange Commission on July 16, 2021

S-1/A 1 fs12021a3springwaterspecial.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. 333-254088 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its

Form of Subscription agreement for private units by EarlyBirdCapital.*

Exhibit 10.9 , 2021 Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 Gentlemen: Springwater Special Situations Corp. (?Corporation?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] July 16, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 RE: Springwater Special Situations Corp. Amendment No. 2 to Regis

As filed with the Securities and Exchange Commission on June 24, 2021

S-1/A 1 fs12020a2springwater.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on June 24, 2021 Registration No. 333-254088 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its charter

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] June 24, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 RE: Springwater Special Situations Corp. Amendment No. 1 to Regis

Form of Letter Agreement from each of the Registrant’s officers, directors and initial stockholders.*

Exhibit 10.1 [ , 2021] Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Re: Initial Public Offering Ladies and Gentlemen: This letter (?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of [], 2021 by and between Springwater Special Situations Corp. (the ?Company?) and Continental Stock Transfer & Trust Company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-254088 (?Registration Statement?) and prospectus (?Prospectus?)

Compensation committee charter.*

EX-99.2 20 fs12021a1ex99-2springwater.htm COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SPRINGWATER SPECIAL SITUATIONS CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Springwater Special Situations Corp. (the “Company”) for the purposes of, among other things, (a)

Nominating committee charter.*

Exhibit 99.3 Adopted: , 2021 NOMINATING COMMITTEE CHARTER OF SPRINGWATER SPECIAL SITUATIONS CORP. The responsibilities and powers of the Nominating Committee (the ?Nominating Committee?) of the Board of Directors (?Board?) of Springwater Special Situations Corp. (the ?Company?), as delegated by the Board, are set forth in this charter. Whenever the Nominating Committee takes an action, it shall ex

Form of Stock Escrow Agreement.*

Exhibit 10.6 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of [], 2021 (?Agreement?), by and among Springwater Special Situations Corp., a Delaware corporation (?Company?), the stockholder of the Company listed on Exhibit A hereto (the ?Sponsor?) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (?Escrow Agent?). WHEREAS, the Company was formed for

Form of Registration Rights Agreement.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of [], 2021, by and among Springwater Special Situations Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Company desi

Specimen Common Stock Certificate.*

Exhibit 4.2 NUMBER SHARES C SPRINGWATER SPECIAL SITUATIONS CORP. INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that CUSIP 85205U 107 is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF SPRINGWATER SPECIAL SITUATIONS CORP. transferable on the books of the Company in person or by duly autho

Form of Indemnification Agreement.*

Exhibit 10.8 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of [], 2021 (?Agreement?), by and between Springwater Special Situations Corp., a Delaware corporation (?Company?), and the undersigned indemnitee (?Indemnitee?). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for li

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPRINGWATER SPECIAL SITUATIONS CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Springwater Special Situations Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporatio

Specimen Warrant Certificate.*

EX-4.3 7 fs12021a1ex4-3springwater.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS SPRINGWATER SPECIAL SITUATIONS CORP. CUSIP 85205U 115 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the “Warrant(s)”) of Springwate

Specimen Unit Certificate.*

Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS SPRINGWATER SPECIAL SITUATIONS CORP. CUSIP 85205U 206 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of common stock, par value $0.0001 per share (?Common Stock?), of Springwater Special Situations Corp., a Delaware corpo

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] June 16, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 RE: Springwater Special Situations Corp. Registration Statement o

Form of Business Combination Marketing Agreement.*

EX-1.2 3 fs12021a1ex1-2springwater.htm FORM OF BUSINESS COMBINATION MARKETING AGREEMENT Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 [ ], 2021 Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, NY 10174 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Springwater Special Situations C

Code of Ethics.*

Exhibit 14 SPRINGWATER SPECIAL SITUATIONS CORP. CODE OF ETHICS 1. Introduction The Board of Directors (the ?Board?) of Springwater Special Situations Corp. (the ?Company?) has adopted this code of ethics (this ?Code?), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a ?person,? as used herein) of the Company, with the inten

Audit committee charter.*

Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF SPRINGWATER SPECIAL SITUATIONS CORP. Purpose The purposes of the Audit Committee (the ?Audit Committee?) of the Board of Directors (?Board?) of Springwater Special Situations Corp. (?Company?) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent a

Form of Subscription agreement for private units by initial stockholders.*

Exhibit 10.5 , 2021 Springwater Special Situations Corp. c/o Graubard Miller 405 Lexington Avenue, 11th Floor New York, New York 10174 Gentlemen: Springwater Special Situations Corp. (?Corporation?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amended

Power of Attorney (included on signature page of this Registration Statement).*

As filed with the Securities and Exchange Commission on June 16, 2021 Registration No.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of [], 2021 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New

Form of Underwriting Agreement.

Exhibit 1.1 15,000,000 Units Springwater special situations corp. UNDERWRITING AGREEMENT New York, New York [ ], 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Springwater Special Situations Corp., a Delaware corporation (the ?Company?), hereby confirms its agreement with EarlyBirdCapita

Form of Administrative Services Agreement.*

Exhibit 10.7 SPRINGWATER SPECIAL SITUATIONS CORP. c/o Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174 [], 2021 Graubard Miller 405 Lexington Ave, 11th Floor New York, New York 10174 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the ini

BY LAWS SPRINGWATER SPECIAL SITUATIONS CORP. ARTICLE I OFFICES

EX-3.3 3 fs12021ex3-3springwater.htm BYLAWS Exhibit 3.3 Adopted as of October 2, 2020 BY LAWS OF SPRINGWATER SPECIAL SITUATIONS CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Springwater Special Situations Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle

Certificate of Incorporation.*

EX-3.1 2 fs12021ex3-1springwater.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SPRINGWATER SPECIAL SITUATIONS CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter state

Registration Statement - REGISTRATION STATEMENT

S-1 1 fs12021springwaterspecsit.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 10, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPRINGWATER SPECIAL SITUATIONS CORP. (Exact name of registrant as specified in its charter) Delaware 6770 85-35

Promissory Note.*

Exhibit 10.3 PROMISSORY NOTE $150,000 As of December 17, 2020 Springwater Special Situations Corp. (?Maker?) promises to pay to the order of Special Sits General Partner I SA or its successors or assigns (?Payee?) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000), in such amounts as requested by Maker, in lawful money of the United States of America, on the terms and

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DRS/A 1 filename1.htm This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on February 17, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEM

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800

Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] February 17, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Springwater Special Situations Corp.

BY LAWS SPRINGWATER SPECIAL SITUATIONS CORP. ARTICLE I OFFICES

EX-3.3 3 filename3.htm Exhibit 3.3 Adopted as of October 2, 2020 BY LAWS OF SPRINGWATER SPECIAL SITUATIONS CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Springwater Special Situations Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services,

CERTIFICATE OF INCORPORATION SPRINGWATER SPECIAL SITUATIONS CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - -

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SPRINGWATER SPECIAL SITUATIONS CORP. - - - - - - - - - - - - - - - - - - - - - - - - - - Pursuant to Section 102 of the Delaware General Corporation Law - - - - - - - - - - - - - - - - - - - - - - - - - - I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of

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This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.