clirSPV LLC Amends ClearSign Technologies Filing

TL;DR

clirSPV LLC filed an update on ClearSign Tech (CLIR) - ownership details changed.

AI Summary

clirSPV LLC, through Robert T. Hoffman Sr., has filed an amendment (Amendment No. 4) to its Schedule 13D on June 26, 2024, regarding its holdings in ClearSign Technologies Corporation. The filing indicates a change in the reporting person's beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in significant beneficial ownership of ClearSign Technologies, which could impact the company's stock price and corporate governance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate changes in significant shareholder positions, which can lead to increased volatility.

Key Players & Entities

• clirSPV LLC (company) — Reporting Person
• Robert T. Hoffman Sr. (person) — Authorized Person for clirSPV LLC
• ClearSign Technologies Corporation (company) — Issuer

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_amend4.htm (SC 13D/A) — 152KB
• 0001014108-24-000034.txt ( ) — 153KB

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 Securities Purchase Agreement dated June 24, 2024, as amended, 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").

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 50,388,407 shares of Common Stock outstanding following the closing of clirSPV LLC's exercise of its Participation Right. 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 9,539,857 18.93% 0 9,539,857 0 9,539,857 GPclirSPV LLC 9,539,857 18.93% 0 9,539,857 0 9,539,857 Robert T. Hoffman Sr. 10,074,340 19.99% 534,483 9,539,857 534,483 9,539,857 Princeton Opportunity Management, LLC 9,539,857 18.93% 0 9,539,857 0 9,539,857 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. Robert T. Hoffman Sr. has (i) a self-directed retirement account that holds 110,519 shares of Common Stock of the Company, (ii) 13,153 shares of Common Stock he received for service on the Board of Directors of the Company, and (iii) 224,311 shares of Common Stock that were is

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: June 26, 2024 CLIRSPV LLC By: GPCLIRSPV 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR