SWSSU Clean Energy Special Situations Corporation

 

	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

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

 

For the Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I – REGISTRANT INFORMATION

 

SPRINGWATER SPECIAL SITUATIONS CORP.

Full Name of Registrant

 

N/A

Former Name if Applicable

 

c/o Graubard Miller, 405 Lexington Avenue, 44^th Floor

Address of Principal Executive Office (Street and Number)

 

New York, New York 10174

City, State and Zip Code

 

 

PART II – RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail the reasons why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

 

The Company is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) by the filing deadline. The Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its audit of the financial statements for the year ended December 31, 2022 to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

 

PART IV – OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

	Martin Gruschka	212	818-8800
	(Name)	(Area Code)	(Telephone Number)

 

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).	☒  Yes  ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?	☒  Yes  ☐ No
	For the year ended December 31, 2022, the Company expects to report a net income of approximately $840,000.  For the year ended December 31, 2021, the Company reported a net loss of approximately $564,000.

 

 

 

SPRINGWATER SPECIAL SITUATIONS CORP.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 31, 2023	By:	/s/ Martin Gruschka
		Martin Gruschka, Chief Executive Officer

  

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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