UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
CleanTech Acquisition Corp.
(Name of Issuer)
Common stock, $0.0001 par value
(Title of Class of Securities)
18453L107
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☐ | Rule 13d-1 (c) |
| ☒ | Rule 13d-1 (d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. 18453L107 | 13G | Page 2 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON CleanTech Sponsor I LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER 2,595,000(1) |
| 6 | SHARED
VOTING POWER -0- | |
| SOLE
DISPOSITIVE POWER 2,595,000(1) | ||
| 8 | SHARED
DISPOSITIVE POWER -0- |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,595,000(1) |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.03% |
| 12 | TYPE
OF REPORTING PERSON* OO |
| (1) | Does not include 4,783,333 shares of common stock issuable upon exercise of 4,783,333 warrants owned by CleanTech Sponsor I LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) July 19, 2022. |
| CUSIP No. 18453L107 | 13G | Page 3 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON Eli Spiro | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER 2,595,000(1) |
| 6 | SHARED
VOTING POWER -0- | |
| SOLE
DISPOSITIVE POWER 2,595,000(1) | ||
| 8 | SHARED
DISPOSITIVE POWER -0- |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,595,000(1) |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.03% |
| 12 | TYPE
OF REPORTING PERSON* IN |
| (1) | Does not include 4,783,333 shares of common stock issuable upon exercise of 4,783,333 warrants owned by CleanTech Sponsor I LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) July 19, 2022. |
| CUSIP No. 18453L107 | 13G | Page 4 of 7 Pages |
Item 1.
| (a) | Name of Issuer: CleanTech Acquisition Corp. |
| (b) | Address of Issuer’s Principal Executive Offices: |
207 West 25th Street, 9th Floor
New York, NY
Item 2.
| (a) | Name of Person Filing: CleanTech Sponsor I LLC |
Eli Spiro
| (b) | Address of Principal Business Office or if none, Residence: |
c/o CleanTech Acquisition Corp.
207 West 25th Street, 9th Floor, New York, NY
| (c) | Citizenship: CleanTech Sponsor I LLC – Delaware |
Eli Spiro – United States
| (d) | Title of Class of Securities: Common stock, $0.0001 par value |
| (e) | CUSIP Number: 18453L107 |
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
CleanTech Sponsor I LLC – 2,595,000 shares.
Eli Spiro – 2,595,000 shares. Consists of common stock owned by CleanTech Sponsor I LLC.
The foregoing does not include 4,783,333 shares of common stock issuable upon exercise of 4,783,333 warrants owned by CleanTech Sponsor I LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) July 19, 2022.
Eli Spiro has voting and dispositive power over the securities owned by CleanTech Sponsor I LLC.
| CUSIP No. 18453L107 | 13G | Page 5 of 7 Pages |
| (b) | Percent of Class: |
CleanTech Sponsor I LLC – 12.03%
Eli Spiro – 12.03%
The foregoing percentages are based on 21,562,500 shares of common stock outstanding as of December 31, 2021.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
CleanTech Sponsor I LLC – 2,595,000 shares.
Eli Spiro – 2,595,000 shares.
| (ii) | shared power to vote or to direct the vote: |
CleanTech Sponsor I LLC – 0 share.
Eli Spiro – 0 share.
| (iii) | sole power to dispose or to direct the disposition of: |
CleanTech Sponsor I LLC – 2,595,000 shares.
Eli Spiro – 2,595,000 shares.
| (iv) | shared power to dispose or to direct the disposition of: |
CleanTech Sponsor I LLC – 0 share.
Eli Spiro – 0 share.
Item 5. Ownership of Five Percent or Less of a Class: Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable
Item 8. Identification and Classification of Members of the Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certifications: Not Applicable
| CUSIP No. 18453L107 | 13G | Page 6 of 7 Pages |
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.
February 14, 2022
| CLEANTECH SPONSOR I LLC | |||
| By: | /s/ Eli Spiro | ||
| Name: | Eli Spiro | ||
| Title: | Managing Member | ||
| /s/ Eli Spiro | |||
| Eli Spiro | |||
| CUSIP No. 18453L107 | 13G | Page 7 of 7 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of CleanTech Acquisition Corp., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 14, 2022.
| CLEANTECH SPONSOR I LLC | |||
| By: | /s/ Eli Spiro | ||
| Name: | Eli Spiro | ||
| Title: | Managing Member | ||
| /s/ Eli Spiro | |||
| Eli Spiro | |||