Yoda PLC Files SC 13D/A for Capital Clean Energy

TL;DR

Yoda PLC updated its 13D filing for Capital Clean Energy Carriers Corp. on 9/11/24.

AI Summary

Yoda PLC, through Alon Bar, has filed an amendment (Amendment No. 5) to its Schedule 13D for Capital Clean Energy Carriers Corp. The filing, dated September 11, 2024, indicates a change in the reporting of beneficial ownership. Yoda PLC is the filer, with its business address located in Nicosia, Cyprus.

Why It Matters

This filing signifies a change in the disclosure of beneficial ownership for Capital Clean Energy Carriers Corp., which could impact investor understanding of control and influence over the company.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, indicating a change in reporting rather than a significant event.

Key Players & Entities

• Yoda PLC (company) — Filer of the Schedule 13D/A
• Capital Clean Energy Carriers Corp. (company) — Subject company
• Alon Bar (person) — Associated with Yoda PLC for reporting purposes

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Shares, par value $0.01 per share (Title of Class of Securitie
• $9,648,393 — ions for an aggregate purchase price of $9,648,393. The source of funds used for these tra

Filing Documents

• sc13da5.htm (SC 13D/A) — 72KB
• exa.htm (EX-99) — 146KB
• 0001341004-24-000147.txt ( ) — 219KB

Security and Issuer

Item 1. Security and Issuer

is hereby amended and restated as follows

Item 1 is hereby amended and restated as follows: This Schedule 13D relates to Common Shares, with par value $0.01 per share, of the Issuer, a corporation organized under the laws of the Republic of The Marshall Islands, with principal executive offices at 3 Iasonos Street, Piraeus, 18537, Greece. Prior to the Effective Date, this Schedule 13D related to the Common Units, representing limited partner interests of the Partnership.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On the Effective Date, the Issuer completed the Conversion. As a result of the Conversion, each of the Common Units held by the Reporting Persons was converted into one Common Share. Disclosure contained in Item 4 is incorporated herein by reference. Additionally, from February 26, 2024 to September 10, 2024, the Company, through its wholly-owned subsidiary, Ascetico Limited (" Ascetico "), acquired 555,738 Common Units (subsequently converted to Common Shares as a result of the Conversion) and Common Shares, in open-market transactions for an aggregate purchase price of $9,648,393. The source of funds used for these transactions was working capital of the Company.

Purpose of Transaction

Item 4. Purpose of Transaction

of the Schedule 13D is hereby deleted and replaced in its entirety as follows

Item 4 of the Schedule 13D is hereby deleted and replaced in its entirety as follows: The information set forth in Item 3 is hereby incorporated by reference in its entirety. Following the Conversion and the acquisition of the Common Shares between February 26, 2024 and September 10, 2024 as described in Item 3, the Reporting Persons beneficially own 25.2% of the outstanding Common Shares of the Issuer (calculated using a denominator of 58,387,313 Common Shares outstanding and excluding 1,551,061 Common Shares held in treasury). Registration Rights Agreement In connection with the Conversion, on the Effective Date the Issuer entered into a Registration Rights Agreement with Capital Maritime & Trading Corp. (" Capital Maritime "), Capital Gas Corp. (" Capital Gas "), Capital GP L.L.C. (" CGP LLC "), Paparebecorp Limited (" Paparebecorp ") and Ascetico (together with Paparebecorp and their Affiliates (as defined in the Registration Rights Agreement), the " Yoda Parties "), setting forth certain registration rights with respect to the Issuer (the " Registration Rights Agreement "). The Registration Rights Agreement is attached as Exhibit A hereto. Pursuant to the Registration Rights Agreement, at the request of Capital Maritime, the Issuer shall file a "Shelf Registration Statement" pursuant to and as defined in the Registration Rights Agreement, with the SEC as promptly as practicable and no later than 30 days after a written request by Capital Maritime, and will use its reasonable best efforts to cause it to become effective and remain continuously effective and in compliance with the Securities Act and useable for the resale of Registrable Securities (as defined in the Registration Rights Agreement) until such time as there are no Registrable Securities remaining, including by filing successive replacement or renewal Shelf Registration Statements upon the expiration of such Shelf Registration Statement. Any holder of Registrable Securities (a " Holder ") may re

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

of the Schedule 13D is hereby deleted and replaced in its entirety as follows

Item 5 of the Schedule 13D is hereby deleted and replaced in its entirety as follows: (a)-(b) For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D. Such information is based on 58,387,313 Common Shares of the Issuer outstanding as of August 26, 2024, based on information publicly filed by the Issuer. The Common Shares reported herein are directly held by the Company. Ioannis Papalekas, the controlling shareholder of the Company, may deemed to beneficially own the Common Shares directly held by the Company. Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the Company) or the persons set forth on Annex A is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. (c) Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to their knowledge, any of the persons listed in Annex A hereto, has effected any transaction in Common Shares during the past 60 days. (d) Except as set forth in this Schedule 13D, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Shares beneficially owned by the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

of the Schedule 13D is hereby deleted and replaced in its entirety as follows

Item 6 of the Schedule 13D is hereby deleted and replaced in its entirety as follows: The information set forth, or incorporated by reference, in Items 3 through 5 is hereby incorporated by reference in its entirety. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit A Registration Rights Agreement by and among Capital Clean Energy Corp., Capital Maritime & Trading Corp., Capital Gas Corp., Capital GP L.L.C., Paparebecorp Limited and Ascetico Limited SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 10, 2024 YODA PLC By: /s/ Alon Bar Name: Alon Bar Title: Chief Executive Officer IOANNIS PAPALEKAS /s/ Ioannis Papalekas Annex A The following table lists the directors and executive officers of Yoda PLC. Name Principal Occupation or Employment Principal Business Address Citizenship Alon Bar Director, Chief Executive Officer of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Israel Achilleas Dorotheou Director, Head of Hospitality and Development of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus Marios Alexandrou Director, Head of Operations and Compliance of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus Stavros Ioannou Director, Chief Financial Officer of Yoda PLC 48 Themistokli Dervi Athienitis Centennial Building 7th Floor, Office 703 P.C. Nicosia 1066, Cyprus Cyprus

View Full Filing

View this SC 13D/A filing on SEC EDGAR