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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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ClearSign Technologies Corporation (Name of Issuer) |
Common Stock (Title of Class of Securities) |
185064102 (CUSIP Number) |
02/14/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 185064102 |
| 1 | Names of Reporting Persons
John M Pasquesi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,989,774.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 185064102 |
| 1 | Names of Reporting Persons
Otter Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,989,774.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ClearSign Technologies Corporation | |
| (b) | Address of issuer's principal executive offices:
8023 E. 63rd Place, Suite 101 Tulsa, OK, 74133 | |
| Item 2. | ||
| (a) | Name of person filing:
John M Pasquesi and Otter Capital LLC are collectively referred to herein as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
Otter Capital LLC
PO Box 620067
Woodside, CA 94062 | |
| (c) | Citizenship:
John M Pasquesi is a citizen of the United States and Otter Capital LLC was formed in the State of California. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
185064102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of February 14, 2025, Otter Capital LLC was the record owner of 8,434,774 shares of the Issuer's Common Stock and Private Warrants to purchase up to 6,633,315 shares of Common Stock. The Private Warrants will be exercisable at an exercise price of $1.05 per share and are currently exercisable and will expire 5 years from the date of issuance. Additionally, the Issuer may redeem the Private Warrants once they become exercisable upon 30 days' advance notice if the closing price of the common stock reported equals to or exceeds $2.275 for any 20 business days within a 30 consecutive business-day period, provided that they may only be redeemed if there is an effective registration statement covering the resale of the Private Warrant shares. The Issuer is prohibited from effecting an exercise of any Private Warrants to the extent that such exercise would result in the number of shares of common stock beneficially owned by Otter Capital LLC and its affiliates exceeding 19.99% of the total number of shares of common stock outstanding immediately after giving effect to the exercise. As such, Private Warrants to purchase up to 2,555,000 shares of Common Stock are exercisable as of February 14, 2025. Mr. Pasquesi, as the managing and sole member of Otter Capital LLC, has sole voting and dispositive power over the shares of Issuer's Common Stock held by Otter Capital LLC. | |
| (b) | Percent of class:
Mr. Pasquesi: 19.99% and Otter Capital LLC: 19.99%. The foregoing percentages are calculated based on 52,418,782 shares of Common Stock represented to be outstanding by the Issuer on March 26, 2025, as reported in the Issuer's Form 10-K for the period ended December 31, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
10,989,774 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
10,989,774 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of the shares of Common Stock of ClearSign Technologies Corporation.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
Date: April 8, 2025
Otter Capital LLC
By: /s/ John M. Pasquesi
Name: John M. Pasquesi
Title: Managing Member
/s/ John M. Pasquesi
John M. Pasquesi |