clirSPV LLC Amends ClearSign Tech (CLIR) Stake, Robert Hoffman Sr. Leads

TL;DR

**Major shareholder clirSPV LLC just updated their ClearSign Technologies (CLIR) stake.**

AI Summary

clirSPV LLC, led by Robert T. Hoffman Sr., filed an amendment to their Schedule 13D on February 1, 2024, indicating a change in their beneficial ownership of ClearSign Technologies Corporation (NASDAQ: CLIR) common stock. This amendment, number 3, updates previous disclosures regarding their stake in the company. This matters to investors because significant changes in ownership by large shareholders like clirSPV LLC can signal shifts in confidence or strategic intentions, potentially influencing stock price and future company direction.

Why It Matters

Changes in major shareholder positions can indicate evolving sentiment or strategic moves, potentially impacting ClearSign Technologies' stock performance and governance.

Risk Assessment

Risk Level: medium — While not inherently negative, a change in a major shareholder's position introduces uncertainty regarding their future intentions and potential impact on the company.

Analyst Insight

Investors should monitor subsequent filings from clirSPV LLC to understand the nature of their updated stake and any potential strategic implications for ClearSign Technologies Corporation.

Key Players & Entities

• clirSPV LLC (company) — the reporting person and beneficial owner of ClearSign Technologies Corp. shares
• ClearSign Technologies Corporation (company) — the issuer of the common stock
• Robert T. Hoffman Sr. (person) — person authorized to receive notices and communications for clirSPV LLC
• February 1, 2024 (date) — date of the event requiring the filing of this statement
• 185064102 (number) — CUSIP Number for ClearSign Technologies Corp. Common Stock

FAQ

Key Financial Figures

• $0.0001 — ng to shares of common stock, par value $0.0001 per share (the "Common Stock"), issued

Filing Documents

• ctc-sc13da_amend3.htm (SC 13D/A) — 154KB
• 0001014108-24-000006.txt ( ) — 156KB

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. The responses to Item 3 contained in the Reporting Persons initial and subsequent filings on Schedule 13D are incorporated herein by this reference. In connection with a private placement of Common Stock pursuant to a Stock Purchase Agreement dated July 12, 2018, the Company granted to clirSPV LLC a right to purchase certain new equity securities that the Company sells for the purpose of raising capital on terms and conditions no different from those offered to other purchasers (the "Participation Right") so that it could maintain a 19.99% percentage ownership of the Common Stock (the "Percentage Ownership"). Because certain elements of the Participation Right, such as the notice provisions, were not compatible with raising capital in a public offering, in a written waiver dated May 26, 2022 (the "May 26, 2022 Waiver"), clirSPV LLC waived its right to exercise the Participation Right in connection with the public offerings of the Company including the one completed on June 1, 2022. In lieu of participating in that offering or subsequent public offerings, the Company granted a purchase right to clirSPV LLC. That purchase right enabled clirSPV LLC to purchase from the Company, at the price sold to investors in the offering, unregistered shares of Common Stock in a number that would allow it to maintain or regain its Percentage Ownership. In the May 26, 2022 Waiver, clirSPV LLC waived for the duration of the Participation Right (i) its right to advance notice of any future registered offering of New Securities (other than any Excluded Securities) made pursuant to a registration statement on Form S-1 or Form S-3, including any related concurrent private placement (a "Future Offering"), and (ii) the requirement that the proposed issuance date be at least 20 days from the date of such notice for a Future Offering. The May 6, 2022 Waiver further provided that, on the date that the number of new Equity Securities

Purpose of Transaction

Item 4. Purpose of Transaction. The responses to Item 4 contained in the Reporting Persons initial filing on Schedule 13D are incorporated herein by this reference. CUSIP No. 185064102 13D Page 6 of 9 Page

Interest in Securities of ClearSign

Item 5. Interest in Securities of ClearSign. (a) - (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 37,941,475 shares of Common Stock outstanding following the closing of clirSPV LLC's purchase of the Purchase Right Shares. Sole Shared Shared power to power to power to dispose or dispose or Amount vote or to to direct to direct beneficially Sole power to vote direct the the the Reporting Person owned Percent of class or to direct the vote vote disposition disposition clirSPV LLC 6,189,857 16.1% 0 6,189,857 0 6,189,857 GPclirSPV LLC 6,189,857 16.1% 0 6,189,857 0 6,189,857 Robert T. Hoffman Sr. 6,500,029 16.8% 310,172 6,189,857 310,172 6,189,857 Princeton Opportunity Management, LLC 6,189,857 16.1% 0 6,189,857 0 6,189,857 clirSPV LLC is the record holder of 6,189,857 shares of Common Stock. Robert T. Hoffman Sr. is the Managing Member of GPclirSPV LLC, which is the Manager of clirSPV LLC. Robert T. Hoffman Sr. is the Manager of Princeton Opportunity Management LLC, which has an Investment Management Agreement with clirSPV LLC and shares the power to vote the securities beneficially owned by clirSPV LLC. As such, each of GPclirSPV LLC, Robert T. Hoffman and Princeton Opportunity Management LLC may be deemed to have or share beneficial ownership of the shares of Common Stock held directly by clirSPV LLC. CUSIP No. 185064102 13D Page 7 of 9 Page Robert T. Hoffman Sr. has (i) a self-directed retirement account that holds 110,519 shares of Common Stock of the Company, and (ii) 13,153 shares of Common Stock he received for service on the Board of Directors of the Company. Robert

SIGNATURES

SIGNATURES 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: February 2, 2024 CLIRSPV LLC By: /s/ Robert T. Hoffman Sr. Name: Robert T. Hoffman Sr. Title: Manager GPCLIRSPV LLC By: /s/ Robert T. Hoffman Sr. Name: Robert T. Hoffman Sr. Title: Manager By: /s/ Robert T. Hoffman Sr. Name: Robert T. Hoffman Sr. PRINCETON OPPORTUNITY MANAGEMENT LLC By: /s/ Robert T. Hoffman Sr. Name: Robert T. Hoffman Sr. Title: Manager CUSIP No. 185064102 13D Page 9 of 9 Page SCHEDULE A The name, present principal occupation or employment and citizenship of each of the executive officers and directors of the Reporting Persons are set forth below. The business address of each individual is 119 Warren Avenue, 3 rd Floor, Spring Lake NJ 07762 . CLIRSPV LLC Name Manager Present Principal Occupation or Employment Citizenship/Place of Organization GPclirSPV LLC Manager of clirSPV LLC Delaware Princeton Opportunity Management LLC Investment Manager pursuant to Investment Management Agreement Delaware GPCLIRSPV LLC Robert T. Hoffman Sr. Manager of GPclirSPV LLC United States PRINCETON OPPORTUNITY MANAGEMENT LLC Robert T. Hoffman Sr. Manager of GPclirSPV LLC United States

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View this SC 13D/A filing on SEC EDGAR