Основная статистика
| CIK | 1846975 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SDCL EDGE Acquisition Corporat Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40980 SDCL EDGE Acquisition Corporation (Exact name of registrant as spe |
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| November 18, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 29, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SDCL EDGE Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| November 14, 2024 |
SC 13G/A 1 sc13ga.htm AMENDMENT NO. 3 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G79471101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| November 13, 2024 |
SEDA / SDCL EDGE Acquisition Corporation / Walleye Capital LLC Passive Investment SC 13G 1 walleye-seda093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S |
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| November 4, 2024 |
SDCL EDGE Acquisition Corp. Announces Redemption of Class A Ordinary Shares Exhibit 99.1 SDCL EDGE Acquisition Corp. Announces Redemption of Class A Ordinary Shares NEW YORK—November 1, 2024—SDCL EDGE Acquisition Corporation (the “Company”) announced today that due to the Company not consummating an initial business combination within the time period required by its amended and restated memorandum and articles of association (the “Charter”), the Board of Directors of the |
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| November 4, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2024 (November 1, 2024) SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisd |
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| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| October 3, 2024 |
Filed by Specialty Copper Listco Plc Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SDCL EDGE Acquisition Corporation Commission File No. |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporat |
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| October 3, 2024 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporat |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 1, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporat |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporat |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40980 SDCL EDGE Acqu |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporatio |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporation |
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| July 9, 2024 |
Filed by Specialty Copper Listco Plc Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SDCL EDGE Acquisition Corporation Commission File No. |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporation |
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| June 28, 2024 |
Amendment to Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman SDCL EDGE Acquisition Corporation (ROC #371727) (the “Company”) TAKE NOTICE that at an Annual General Meeting of the shareholders of the Company dated 27 June 2024, the following special resolution was passed: THAT, effective immediately, the Amended and Restated Memorandum and Articles |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 (June 27, 2024) SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporatio |
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| June 12, 2024 |
Strictly Private & Confidential [JM] Investor Presentation June 2024 Strictly Private & Confidential Exhibit 99.1 Strictly Private & Confidential [JM] Investor Presentation June 2024 Strictly Private & Confidential Strictly Private & Confidential Disclaimer 2 This presentation (the “Presentation”) is provided in connection with the potential initial business combination (the “Initia l B usiness Combination”) of SDCL EDGE Acquisition Corporation (“SEDA,” “us” or “we”) with the prospective target b |
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| June 12, 2024 |
Strictly Private & Confidential [JM] Investor Presentation June 2024 Strictly Private & Confidential Exhibit 99.1 Strictly Private & Confidential [JM] Investor Presentation June 2024 Strictly Private & Confidential Strictly Private & Confidential Disclaimer 2 This presentation (the “Presentation”) is provided in connection with the potential initial business combination (the “Initia l B usiness Combination”) of SDCL EDGE Acquisition Corporation (“SEDA,” “us” or “we”) with the prospective target b |
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| June 12, 2024 |
Filed by Specialty Copper Listco Plc Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: SDCL EDGE Acquisition Corporation Commission File No. |
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| June 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporatio |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| May 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporation |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40980 SDCL EDGE Acq |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporati |
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| April 16, 2024 |
Exhibit 97.1 Final Version SDCL EDGE Acquisition Corporation CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of SDCL EDGE Acquisition Corporation (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effectiv |
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| April 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE Acqui |
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| April 2, 2024 |
Exhibit 99.1 [JM] Investor Presentation Strictly Private & Confidential April 2024 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL Disclaimer Strictly Private & Confidential 2 This presentation (the “Presentation”) has been prepared by SDCL EDGE Acquisition Corporation (the “SEDA,” “us” or “we”) and is provided on |
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| April 2, 2024 |
Exhibit 99.1 [JM] Investor Presentation Strictly Private & Confidential April 2024 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL Disclaimer Strictly Private & Confidential 2 This presentation (the “Presentation”) has been prepared by SDCL EDGE Acquisition Corporation (the “SEDA,” “us” or “we”) and is provided on |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporatio |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporatio |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorporati |
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| March 1, 2024 |
EX-99 2 jointfilingagreement.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersign |
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| March 1, 2024 |
SEDA / SDCL EDGE Acquisition Corporation / Quarry LP Passive Investment SC 13G 1 seda.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 27, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorpor |
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| February 20, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 20, 2024, by and among SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), and Specialty Copper Listco Plc, a public limited company registered in England and Wales |
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| February 20, 2024 |
Exhibit 99.1 cunova, a leading global manufacturer of high-end specialty copper alloy products, and SDCL EDGE Acquisition Corporation announce their business combination cunova to simultaneously acquire KME Group’s aerospace specialty metals business ● The proposed business combination is expected to create a scaled, global manufacturer of mission-critical specialty copper alloy products with grow |
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| February 20, 2024 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 20, 2024, by and among SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), and Specialty Copper Listco Plc, a public limited company registered in England and Wales |
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| February 20, 2024 |
Form of Anchor Support Agreement Exhibit 10.2 FORM OF ANCHOR SUPPORT AGREEMENT This Anchor Support Agreement (this “Agreement”) is dated as of [●], by and among [●], a [●] (the “Anchor”), SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), and Specialty Copper Listco Plc, a public limited company registered in England and Wales with Companies House number 15395590 (“PubCo”). Capitalized terms used b |
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| February 20, 2024 |
Exhibit 99.3 St r ictly P r iva t e & C on fi den ti a l [JM] Inv e stor Prese n tati o n St r ictly P r iva t e & C on fi den ti a l F e b r ua r y 2024 N OT FOR R E L E ASE , P U B LIC A T ION OR D I S T R I B U T ION IN W HO LE OR IN PA R T I N , I N T O OR F R OM A N Y J UR I S D I C T ION W H E R E T O D O S O W OU LD B E UN L A W F U L D i sc l a i mer 2 St r ictly P r iva t e & C on fi den |
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| February 20, 2024 |
Form of Anchor Support Agreement Exhibit 10.2 FORM OF ANCHOR SUPPORT AGREEMENT This Anchor Support Agreement (this “Agreement”) is dated as of [●], by and among [●], a [●] (the “Anchor”), SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”), and Specialty Copper Listco Plc, a public limited company registered in England and Wales with Companies House number 15395590 (“PubCo”). Capitalized terms used b |
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| February 20, 2024 |
Exhibit 99.2 KME Group SpA Registered Office: 20121 Milan (MI) Foro Buonaparte, 44 Share Capital: Euro 200,109,175.93 fully paid-in Milan Company Register – Tax I.D. Nr. 00931330583 www.itkgroup.it PRESS RELEASE KME SE signs a business combination agreement for an equity transaction relating to the company cunova (in which it currently indirectly holds 45%) Milan, 20 February 2024 – Following the |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorpor |
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| February 20, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of February 20, 2024 by and among SDCL EDGE ACQUISITION CORPORATION, EDWARD WILSON DAVIS, (in the capacity as the SEDA Representative) SPECIALTY COPPER LISTCO PLC, SEDA MAGNET LLC, KME SE, CUNOVA GMBH, THE PARAGON FUND III GMBH & CO. GESCHLOSSENE INVESTMENT KG, PP S&C HOLDING GMBH, CREATURE KINGDOM LIMITED and MAGNET JOINT VENTURE GMBH TABLE OF C |
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| February 20, 2024 |
Business Combination Agreement Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of February 20, 2024 by and among SDCL EDGE ACQUISITION CORPORATION, EDWARD WILSON DAVIS, (in the capacity as the SEDA Representative) SPECIALTY COPPER LISTCO PLC, SEDA MAGNET LLC, KME SE, CUNOVA GMBH, THE PARAGON FUND III GMBH & CO. GESCHLOSSENE INVESTMENT KG, PP S&C HOLDING GMBH, CREATURE KINGDOM LIMITED and MAGNET JOINT VENTURE GMBH TABLE OF C |
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| February 20, 2024 |
Exhibit 99.2 KME Group SpA Registered Office: 20121 Milan (MI) Foro Buonaparte, 44 Share Capital: Euro 200,109,175.93 fully paid-in Milan Company Register – Tax I.D. Nr. 00931330583 www.itkgroup.it PRESS RELEASE KME SE signs a business combination agreement for an equity transaction relating to the company cunova (in which it currently indirectly holds 45%) Milan, 20 February 2024 – Following the |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction of incorpor |
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| February 20, 2024 |
Exhibit 99.3 St r ictly P r iva t e & C on fi den ti a l [JM] Inv e stor Prese n tati o n St r ictly P r iva t e & C on fi den ti a l F e b r ua r y 2024 N OT FOR R E L E ASE , P U B LIC A T ION OR D I S T R I B U T ION IN W HO LE OR IN PA R T I N , I N T O OR F R OM A N Y J UR I S D I C T ION W H E R E T O D O S O W OU LD B E UN L A W F U L D i sc l a i mer 2 St r ictly P r iva t e & C on fi den |
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| February 20, 2024 |
Exhibit 99.1 cunova, a leading global manufacturer of high-end specialty copper alloy products, and SDCL EDGE Acquisition Corporation announce their business combination cunova to simultaneously acquire KME Group’s aerospace specialty metals business ● The proposed business combination is expected to create a scaled, global manufacturer of mission-critical specialty copper alloy products with grow |
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| February 14, 2024 |
SEDA / SDCL EDGE Acquisition Corporation / Vivaldi Asset Management, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2024 |
SEDA / SDCL EDGE Acquisition Corporation / Sandia Investment Management LP Passive Investment SC 13G/A 1 schedule13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] |
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| February 12, 2024 |
Joint Filing Agreement, dated as of February 12, 2024, by and among the Reporting Persons EX-99.1 2 ea193077ex99-1sdcl.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 12, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an |
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| February 12, 2024 |
SC 13G/A 1 ea193077-13ga2cantorsdcl.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 SDCL EDGE Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) December 31, 2023 (Date of E |
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| February 7, 2024 |
SC 13G/A 1 p24-0607sc13ga.htm SDCL EDGE ACQUISITION CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires F |
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| January 23, 2024 |
SEDA / SDCL EDGE Acquisition Corporation / FARALLON CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 sdcl13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (Cusip Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL E |
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| October 31, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of October 27, 2023, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contai |
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| October 31, 2023 |
Exhibit 99.1 SDCL EDGE Acquisition Corporation Announces Shareholder Approval of Extension of Deadline to Complete Business Combination NEW YORK, NY, October 31, 2023 – SDCL EDGE Acquisition Corporation (the “Company”) announced today that at a special meeting of the shareholders of the Company held on October 30, 2023, the shareholders have approved the proposal to extend the date by which the Co |
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| October 31, 2023 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman SDCL EDGE Acquisition Corporation (ROC # 371727) (the “Company”) TAKE NOTICE that by the minutes of the extraordinary general meeting of the Company dated 30 October 2023, the following special resolution was passed: Proposal No. 1 RESOLVED, as a special resolution, that the Memorandum a |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 (October 27, 2023) SDCL EDGE Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction |
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| October 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| September 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| September 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| August 21, 2023 |
Exhibit 99.1 SDCL EDGE Acquisition Corporation Announces Letter of Intent for a Business Combination with Magnet Joint Venture GmbH and Certain Assets of KME SE Comprising the KME Specialty Aerospace Business NEW YORK, NY, August 21, 2023 – SDCL EDGE Acquisition Corporation (“SEDA” or the “Company”) announced today that it has executed a non-binding letter of intent (the “LOI”) with Magnet Joint V |
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| August 21, 2023 |
Exhibit 99.1 SDCL EDGE Acquisition Corporation Announces Letter of Intent for a Business Combination with Magnet Joint Venture GmbH and Certain Assets of KME SE Comprising the KME Specialty Aerospace Business NEW YORK, NY, August 21, 2023 – SDCL EDGE Acquisition Corporation (“SEDA” or the “Company”) announced today that it has executed a non-binding letter of intent (the “LOI”) with Magnet Joint V |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission ( |
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| August 21, 2023 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2023 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission ( |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE A |
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| May 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE Acqui |
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| March 30, 2023 |
An Indemnity Agreement, dated May 30, 2022 between the Company and Karl Olsoni. Exhibit 10.18 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 30, 2022, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Karl E. Olsoni (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are |
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| February 15, 2023 |
Joint Filing Agreement, dated as of February 14, 2023, by and among the Reporting Persons EX-99.1 2 ea173499ex99-1sdcl.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 14, 2023, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 SDCL EDGE Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2023 |
SC 13G/A 1 schedule13g.htm SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 12, 2023 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission |
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| January 18, 2023 |
Exhibit 99.1 SDCL EDGE Acquisition Corporation Receives Notification from the NYSE of Non-Compliance with the Listing Rule to Maintain a Minimum of 300 Public Stockholders on a Continuous Basis NEW YORK, NY, January 18, 2023 – SDCL EDGE Acquisition Corporation (the “Company”) announced that, on January 12, 2023, it had received a notification letter (the “Notice”) from the New York Stock Exchange |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL E |
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| August 26, 2022 |
SC 13G 1 ea164971-13gcantorsdcledge.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 SDCL EDGE Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) August 23, 2022 (Date of Event Which Requires Fi |
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| August 26, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the und |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE A |
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| May 31, 2022 |
Exhibit 10.1 JOINDER TO LETTER AGREEMENT This Joinder to Letter Agreement (the ?Agreement?) is entered into on May 30, 2022. By executing this Agreement, the undersigned hereby agrees, as of the date first set forth above, that the undersigned shall become a party to that certain Letter Agreement, dated October 28, 2021 (as may be amended or restated from time to time, the ?Letter Agreement?), by |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2022 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission (I.R |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE |
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| May 16, 2022 |
NT 10-Q 1 sdcledgent10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to To Commission File No. 001-40980 SDCL EDGE Acqui |
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| April 7, 2022 |
Description of the Company’s Securities EX-4.5 2 sdcledgeex4-5.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, SDCL EDGE Acquisition Corporation (“we,” “our,” “us” or the “company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, each consisting of one Class A ordinary share and one-half of one |
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| April 1, 2022 |
NT 10-K 1 sdcledgeacqnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40980 CUSIP Numbers: G79471119; G79471101; G79471127 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Trans |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2022 March 09, 2022 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction |
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| February 14, 2022 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2022 is by and among Sandia Investment Management L.P. and Timothy J. Sichler (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 1 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2022 |
SEDA / SDCL EDGE Acquisition Corp - Class A / Sandia Investment Management LP Passive Investment SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G79471101 (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: [x] Rule 13d-1(b) [ ] Rule 13d-1 |
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| February 11, 2022 |
SEDA / SDCL EDGE Acquisition Corp - Class A / SDCL EDGE Sponsor LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G79471101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 17, 2021 |
EX-99.1 2 sdcledgeacqex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SDCL EDGE Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares and Redeemable Warrants Commencing December 20, 2021 NEW YORK, NY, December 17, 2021 — SDCL EDGE Acquisition Corporation (the “Company”) today announced that, commencing December 20, 2021, holders of the units sold in the Company’s initial public |
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| December 17, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission |
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| December 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40980 SDCL EDGE ACQUI |
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| November 22, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 sdcledgeacq8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2021 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or ot |
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| November 22, 2021 |
SDCL EDGE ACQUISITION CORPORATION BALANCE SHEET NOVEMBER 2, 2021 Exhibit 99.1 SDCL EDGE ACQUISITION CORPORATION BALANCE SHEET NOVEMBER 2, 2021 November 2, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current assets: Cash $ 2,705,537 $ ? $ 2,705,537 Prepaid expenses 26,727 ? 26,727 Total current assets 2,732,264 ? 2,732,264 Cash held in trust account 176,750,000 24,952,460 (a) 201,951,985 (499,049 ) (b) 748,574 (d) TOTAL ASSETS $ 179,482 |
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| November 12, 2021 |
SEDA / SDCL EDGE Acquisition Corp - Class A / SIF Partners, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G79471119** (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SDCL EDGE Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Titles of Class of Securities) G79471101 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 9, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (State or other jurisdiction (Commission |
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| November 9, 2021 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-99.1 2 tm2132251d1ex-1.htm EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13G JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity o |
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| November 9, 2021 |
SDCL EDGE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Exhibit 99.1 SDCL EDGE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of SDCL EDGE Acquisition Corporation Opinion on the Financial Statement We have audited |
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| November 9, 2021 |
Farallon Capital Partners, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 2, 2021 |
SDCL EDGE Acquisition Corporation Announces Pricing of $175 Million Initial Public Offering Exhibit 99.1 FOR IMMEDIATE RELEASE SDCL EDGE Acquisition Corporation Announces Pricing of $175 Million Initial Public Offering NEW YORK, NY, October 29, 2021 — SDCL EDGE Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 17,500,000 units at $10.00 per unit. The units will be listed on The New York Stock Exchange (“NYSE”) and trade under the ticker |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Michael Naylor(1) EX-10.17 18 sdcledgeacqex10-17.htm EXHIBIT 10.17 Exhibit 10.17 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Michael Naylor (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held cor |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Lolita Jackson(1) EX-10.14 15 sdcledgeacqex10-14.htm EXHIBIT 10.14 Exhibit 10.14 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Lolita Jackson (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held cor |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Michael Feldman(1) Exhibit 10.11 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Michael Feldman (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other cap |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Ned Davis(1) Exhibit 10.10 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Ned Davis (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacitie |
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| November 2, 2021 |
Exhibit 4.4 Execution Version WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 28, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated October 28 , 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as w |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Ned Steven J. Gilbert(1) Exhibit 10.13 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Steven J. Gilbert (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other c |
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| November 2, 2021 |
Exhibit 10.12 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Ana Maria Machado Fernandes (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or |
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| November 2, 2021 |
EX-10.1 5 sdcledgeacqex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 28, 2021 by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trust |
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| November 2, 2021 |
Administrative Services Agreement, dated October 28, 2021, between the Company and the Sponsor(1) Exhibit 10.5 Execution Version SDCL EDGE ACQUISITION CORPORATION 1120 Avenue of the Americas, 4th Floor New York, NY 10036 October 28, 2021 SDCL EDGE Sponsor LLC 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statemen |
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| November 2, 2021 |
Exhibit 10.3 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 28, 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and SDCL EDGE Sponsor L |
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| November 2, 2021 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman SDCL EDGE Acquisition Corporation (ROC # 371727) (the ?Company?) TAKE NOTICE that by written resolution of the sole shareholder of the Company dated May 10, 2021 and effective on May 10, 2021, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and William Kriegel(1) Exhibit 10.15 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and William Kriegel (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other cap |
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| November 2, 2021 |
SDCL EDGE Acquisition Corporation Announces Closing of $175,000,000 Initial Public Offering EX-99.2 20 sdcledgeacqex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE SDCL EDGE Acquisition Corporation Announces Closing of $175,000,000 Initial Public Offering NEW YORK, NY, November 2, 2021 — SDCL EDGE Acquisition Corporation (the “Company”) (NYSE: SEDA.U), a newly formed special purpose acquisition company, today announced the closing of its initial public offering of 17,500,000 uni |
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| November 2, 2021 |
Underwriting Agreement by and among the Company, Goldman Sachs & Co. LLC, and BofA Securities, Inc. EX-1.1 2 sdcledgeacqex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version SDCL EDGE Acquisition Corporation 17,500,000 Units Underwriting Agreement October 28, 2021 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Lad |
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| November 2, 2021 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 28, 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder |
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| November 2, 2021 |
An Indemnity Agreement, dated October 28, 2021, between the Company and Jonathan Maxwell(1) EX-10.16 17 sdcledgeacqex10-16.htm EXHIBIT 10.16 Exhibit 10.16 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 28, 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Jonathan Maxwell (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held c |
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| November 2, 2021 |
Exhibit 10.9 Execution Version DATED October 28 2021 INVESTMENT ADVISORY AGREEMENT RELATING TO SDCL EDGE SPONSOR LLC AND SDCL EDGE ACQUISITION CORPORATION 1 TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 3 2. APPOINTMENT AND EFFECTIVE DATE 7 3. SERVICES 7 4. GENERAL NON-EXCLUSIVITY 8 5. AUTHORITY AND RESTRICTIONS 8 6. REGULATED ACTIVITIES 9 7. FEES AND EXPENSES 9 8. VAT 9 9. TERMINATION 9 10. |
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| November 2, 2021 |
Exhibit 10.8 Execution Version October 28, 2021 SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered among SDCL EDGE Acquisit |
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| November 2, 2021 |
8-K 1 sdcledgeacq8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-40980 98-1583135 (Stat |
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| November 1, 2021 |
$175,000,000 SDCL EDGE Acquisition Corporation 17,500,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-254238 PROSPECTUS $175,000,000 SDCL EDGE Acquisition Corporation 17,500,000 Units SDCL EDGE Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more b |
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| October 28, 2021 |
8-A12B 1 sdcledgeacquisition8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SDCL EDGE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1583135 (State or other jurisdiction of incor |
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| October 26, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm October 26, 2021 VIA EMAIL & EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Scott Anderegg Re: SDCL EDGE Acquisition Corporation Registration Statement on Form S-1 File No. 333-254238 Dear Mr. Anderegg: Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Ac |
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| October 26, 2021 |
SDCL EDGE ACQUISITION CORPORATION 1120 Avenue of the Americas, 4th Floor New York, New York 10036 SDCL EDGE ACQUISITION CORPORATION 1120 Avenue of the Americas, 4th Floor New York, New York 10036 October 26, 2021 VIA EMAIL & EDGAR Scott Anderegg Division of Corporation Finance U. |
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| October 21, 2021 |
Skadden, Arps, Slate, Meagher & Flom (UK) llp CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom (UK) llp Direct dial +44 20 7519-7025 DIRECT FAX +44 20 7072-7025 EMAIL ADDRESS [email protected] 40 Bank Street Canary Wharf London E14 5ds TEL: +44 20 7519-7000 FAX: +44 20 7519-7070 www.skadden.com AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT |
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| October 21, 2021 |
As filed with the United States Securities and Exchange Commission on October 21, 2021 As filed with the United States Securities and Exchange Commission on October 21, 2021 No. |
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| October 8, 2021 |
Exhibit 10.9 DATED [●] 2021 INVESTMENT ADVISORY AGREEMENT RELATING TO SDCL EDGE SPONSOR LLC AND SDCL EDGE ACQUISITION CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 3 2. APPOINTMENT AND EFFECTIVE DATE 7 3. SERVICES 7 4. GENERAL NON-EXCLUSIVITY 8 5. AUTHORITY AND RESTRICTIONS 8 6. REGULATED ACTIVITIES 8 7. FEES AND EXPENSES 9 8. VAT 9 9. TERMINATION 9 10. INDEMNITY AND LIMITATION O |
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| October 8, 2021 |
Form of Investment Agreement by and among the Registrant, Sponsor and each B Anchor Investor Exhibit 10.11 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated [●], 2021, is by and among (i) SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (the “Investor”). WHEREAS, in connection with the initial public offering (the “IPO”) of units (t |
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| October 8, 2021 |
Form of Investment Agreement by and among the Registrant, Sponsor and each A Anchor Investor Exhibit 10.10 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and among (i) SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?SPAC?), (ii) SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and (iii) [?] (the ?Investor?). WHEREAS, in connection with the initial public offering (the ?IPO?) of units (t |
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| October 8, 2021 |
As filed with the United States Securities and Exchange Commission on October 8, 2021 As filed with the United States Securities and Exchange Commission on October 8, 2021 No. |
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| October 8, 2021 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SDCL EDGE Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SDCL EDGE Acqu |
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| October 8, 2021 |
Exhibit 10.8 [●], 2021 SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered among SDCL EDGE Acquisition Corporation, a Cayman |
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| October 8, 2021 |
Form of Underwriting Agreement Exhibit 1.1 SDCL EDGE Acquisition Corporation 17,500,000 Units Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: SDCL EDGE Acquisition Corporation, a Cayman Isla |
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| October 8, 2021 |
EX-10.2 5 sdcledgeacqex10-2.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties |
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| October 8, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?) and SDCL EDGE Sponsor LLC, a Cayman Islands limi |
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| October 8, 2021 |
Exhibit 10.6 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| October 8, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, t |
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| July 16, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File |
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| July 16, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SDCL EDGE Sponsor LLC, a Cayman Islands l |
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| July 16, 2021 |
EX-10.9 11 sdcledgeacqex10-9.htm EXHIBIT 10.9 Exhibit 10.9 DATED [●] 2021 INVESTMENT ADVISORY AGREEMENT RELATING TO SDCL EDGE SPONSOR LLC AND SDCL EDGE ACQUISITION CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 3 2. APPOINTMENT AND EFFECTIVE DATE 7 3. SERVICES 7 4. GENERAL NON-EXCLUSIVITY 8 5. AUTHORITY AND RESTRICTIONS 8 6. REGULATED ACTIVITIES 8 7. FEES AND EXPENSES 9 8. VAT 9 9 |
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| July 16, 2021 |
Exhibit 10.8 [?], 2021 SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered among SDCL EDGE Acquisition Corporation, a Cayman |
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| July 16, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page he |
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| July 16, 2021 |
As filed with the United States Securities and Exchange Commission on July 16, 2021 S-1/A 1 sdcledgeacqs1a3.htm S-1/A As filed with the United States Securities and Exchange Commission on July 16, 2021 No. 333-254238 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583135 (Stat |
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| July 16, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, t |
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| July 16, 2021 |
EX-4.1 3 sdcledgeacqex4-1.htm EXHIBIT 4.1 Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS SDCL EDGE Acquisition Corporation CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Uni |
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| July 16, 2021 |
Form of Underwriting Agreement Exhibit 1.1 SDCL EDGE Acquisition Corporation 17,500,000 Units Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the ?Representatives?) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: SDCL EDGE Acquisition Corporation, a Cayman Isla |
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| May 13, 2021 |
EX-10.9 3 sdcledgeacqex10-9.htm EXHIBIT 10.9 Exhibit 10.9 DATED [●] 2021 INVESTMENT ADVISORY AGREEMENT RELATING TO SDCL EDGE SPONSOR LLC AND SDCL EDGE ACQUISITION CORPORATION TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 3 2. APPOINTMENT AND EFFECTIVE DATE 7 3. SERVICES 7 4. GENERAL NON-EXCLUSIVITY 8 5. AUTHORITY AND RESTRICTIONS 8 6. REGULATED ACTIVITIES 8 7. FEES AND EXPENSES 9 8. VAT 9 9. |
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| May 13, 2021 |
As filed with the United States Securities and Exchange Commission on May 13, 2021 S-1/A 1 sdcledgeacqs1a.htm S-1/A As filed with the United States Securities and Exchange Commission on May 13, 2021 No. 333-254238 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583135 (State |
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| May 13, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor EX-10.5 2 sdcledgeacqex10-5.htm EXHIBIT 10.5 Exhibit 10.5 SDCL EDGE ACQUISITION CORPORATION 1120 Avenue of the Americas, 4th Floor New York, NY 10036 [●], 2021 SDCL EDGE Sponsor LLC 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “R |
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| April 1, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021. Registration No. 333-254238 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SDCL EDGE Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583135 (State or other jurisdic |
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| April 1, 2021 |
Form of Underwriting Agreement.** Exhibit 1.1 SDCL EDGE Acquisition Corporation 25,000,000 Units Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198 BofA Securities, Inc. One Bryant Park New York, New York 10036 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: SDCL EDGE Acquisition Corporation, a Cayman Isla |
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| April 1, 2021 |
Amended and Restated Memorandum and Articles of Association EX-3.2 3 sdcledgeacqex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SDCL EDGE Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED M |
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| March 12, 2021 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File |
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| March 12, 2021 |
Securities Subscription Agreement, dated February 23, 2021, between the Registrant and the Sponsor* Exhibit 10.7 Execution SDCL EDGE Acquisition Corporation PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands February 23, 2021 SDCL EDGE Sponsor LLC PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on February 23, 2021 by and between SDCL EDGE Sponsor LLC, a Cayman Islands limite |
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| March 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 WARRANT AGREEMENT SDCL EDGE ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, t |
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| March 12, 2021 |
Exhibit 10.6 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| March 12, 2021 |
Form of Administrative Services Agreement between the Registrant and the Sponsor* EX-10.5 12 sdcledgeacqex10-5.htm EXHIBIT 10.5 Exhibit 10.5 SDCL EDGE ACQUISITION CORPORATION 1120 Avenue of the Americas, 4th Floor New York, NY 10036 [●], 2021 SDCL EDGE Sponsor LLC 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “ |
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| March 12, 2021 |
Memorandum and Articles of Association* Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF SDCL EDGE Acquisition Corporation Auth Code: H09250293038 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF SDCL EDGE Acquisition Corporation 1 The name of the Company is SDCL EDGE Acquisitio |
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| March 12, 2021 |
Code of Ethics and Business Conduct of SDCL EDGE Acquisition Corporation.(4) EX-14 16 sdcledgeacqex14.htm EXHIBIT 14 Exhibit 14 CODE OF ETHICS AND BUSINESS CONDUCT OF SDCL EDGE ACQUISITION CORP. 1. Introduction The Board of Directors (the “Board”) of SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s dir |
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| March 12, 2021 |
Power of Attorney (included on signature page).* As filed with the United States Securities and Exchange Commission on March 12, 2021 No. |
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| March 12, 2021 |
Form of Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SDCL EDGE Acquisition Corporation (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SDCL EDGE Acqu |
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| March 12, 2021 |
EX-10.8 15 sdcledgeacqex10-8.htm EXHIBIT 10.8 Exhibit 10.8 [●], 2021 SDCL EDGE Acquisition Corporation 1120 Avenue of the Americas, 4th Floor New York, New York 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered amo |
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| March 12, 2021 |
EX-99.2 19 sdcledgeacqex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF WILLIAM KRIEGEL SDCL EDGE Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, a |
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| March 12, 2021 |
Consent of Ana Maria Machado Fernandes* Exhibit 99.4 CONSENT OF ANA MARIA MACHADO FERNANDES SDCL EDGE Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby |
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| March 12, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature page he |
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| March 12, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS SDCL EDGE Acquisition Corporation CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary |
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| March 12, 2021 |
EX-10.4 11 sdcledgeacqex10-4.htm EXHIBIT 10.4 Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| March 12, 2021 |
EX-4.3 6 sdcledgeacqex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SDCL EDGE Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assig |
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| March 12, 2021 |
Exhibit 99.3 CONSENT OF MICHAEL NAYLOR SDCL EDGE Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to b |
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| March 12, 2021 |
Specimen Class A Ordinary Share Certificate* Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP SDCL EDGE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S.$0.0001 EACH OF SDCL EDGE ACQUISITION CORPORATION (THE "C |
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| March 12, 2021 |
Exhibit 99.1 CONSENT OF STEVEN J. GILBERT SDCL EDGE Acquisition Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents t |
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| March 12, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between SDCL EDGE Acquisition Corporation, a Cayman Islands exempted company (the ?Company?), and SDCL EDGE Sponsor LLC, a Cayman Islands l |
