Springwater Special Situations Corp. (SWSS): Business Model Canvas [Dec-2025 Updated]

You're digging into the mechanics of a Special Purpose Acquisition Company (SPAC), and honestly, Springwater Special Situations Corp. (SWSS) is a textbook example of a deal-hunting machine right now. Forget complex operations; their entire business model, as of late 2025, boils down to deploying that $150 million held in its Trust Account to find a private company-perhaps an iGaming tech firm-and bring it public via a de-SPAC transaction. As an analyst who's seen this game play out for decades, I can tell you the value proposition hinges entirely on management's ability to close a deal before the clock runs out, offering public investors a chance to buy into that future entity, currently trading around $10.70 on the OTC Markets. Below, we break down exactly how Martin Gruschka's team structures this high-stakes hunt across all nine blocks of the Business Model Canvas, so you can see the risks and potential rewards clearly.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Key Partnerships

You're looking at the core relationships that allowed Springwater Special Situations Corp. (SWSS) to get off the ground and pursue a deal. These aren't just names on a document; they represent capital commitments, transaction execution expertise, and the ultimate business combination target.

Sponsor: Springwater Promote Llc

The initial capital foundation, often called the sponsor promote, is intrinsically linked to the management team from Springwater Capital. While the exact capital contribution from Springwater Promote Llc isn't itemized separately from the trust account in the initial filings, the entire vehicle was capitalized by the Initial Public Offering (IPO). The total capital raised in that initial offering, which the sponsor structure governs, was $150 million, achieved by selling 15 million units at $10.00 per unit in August 2021.

Investment Banks: EarlyBirdCapital

EarlyBirdCapital, Inc. was the critical partner for taking the company public. They served as the sole bookrunner for the $150 million IPO. This relationship carries specific financial implications tied to the deal's success.

Here's a quick look at the financial terms associated with EarlyBirdCapital's role in the IPO and potential Business Combination:

The potential cash fee upon closing a deal, based on the IPO proceeds, is $5.25 million (3.5% of $150 million). That's a defintely significant incentive for execution.

Target Company: Potential Merger Partner

The most concrete partnership identified is the non-binding Letter of Intent (LOI) signed with a B2B iGaming technology platform, which was announced in June 2024, following the company's name change to Clean Energy Special Situations Corp. This relationship dictates the near-term value creation strategy.

• Target recorded unaudited 2023 revenues greater than 70 million euros.
• Expecting "significant" growth projections for both 2024 and 2025.
• Target's existing shareholders would roll 100% of their equity into the combined public company.
• The platform provides technology solutions to B2C iGaming operators globally.

The expectation of significant growth in 2025 is key to the post-merger valuation thesis.

Legal/Accounting Firms

Executing the IPO and subsequent due diligence for the business combination requires specialized external counsel and auditors. These firms ensure compliance with SEC requirements and validate the target's financials. The firms involved in the initial $150 million IPO structure included:

• Issuer's Counsel: Graubard Miller.
• Underwriter's Counsel: Ellenoff Grossman & Schole LLP.
• Auditor: Marcum LLP.

The Trustee for the trust account was Continental Stock Transfer & Trust Company.

Finance: draft 13-week cash view by Friday.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Key Activities

Identifying and sourcing private companies for a business combination.

• Operating and sourcing partners based among major European cities provide unconventional sources of acquisition opportunities.
• Announced signing of a Non-Binding Letter of Intent for a Business Combination with a Leading B2B iGaming Technology Platform Company on June 7, 2024.

Conducting rigorous due diligence on potential acquisition targets.

Negotiating and structuring the de-SPAC transaction terms.

The initial public offering in August 2021 priced units at $10.00 per unit, with each unit consisting of one share of common stock and one-half of one warrant.

Managing the Trust Account and ensuring regulatory compliance (SEC/OTC Markets).

• The company's primary financial activity is holding cash in a trust for a future merger or acquisition.
• Total Non-Operating Income/Expense for 2022 was $2.505 million.
• 2022 Net Income was $0.839 million, driven by non-operating income.
• The company is listed and trades on the OTC Markets stock exchange as of December 4, 2025.

Appealing Nasdaq delisting issues and managing listing status.

Springwater Special Situations Corp. received a Notice From Nasdaq Regarding Suspension of Trading of Securities in May 2024. As of November 2025, the market capitalization sits at approximately $52 Million.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Key Resources

You're looking at the core assets Springwater Special Situations Corp. (SWSS) relies on to execute its mandate of a business combination. These aren't just names on a page; they represent the deployable capital and the experience needed to deploy it effectively.

Management Team

The leadership is anchored by Martin Gruschka, who is the Chief Executive Officer and Director. His background is key here, coming from his role as founder and Managing Partner of pan-European special situations investment firm Springwater Capital. He brings significant experience in deal sourcing and pan-European execution. Also central is Ignacio Casanova, serving as Chief Financial Officer and Director, who is an Investment Director at Springwater. The team structure is lean, typical for a SPAC, focusing on the principals who source and execute the deal.

Trust Account

This is the war chest, held in trust to fund the acquisition. As of late 2025, the funds available in the trust account for a business combination are approximately $172.9 million. This figure is the primary pool of capital available for the initial transaction, though the company retains flexibility to use debt or equity securities as well. The initial IPO in August 2021 raised gross proceeds of $150 million, which grew slightly after the over-allotment option closed, bringing total gross proceeds to $171,186,240.

Public Listing

Springwater Special Situations Corp. maintains a public presence, which provides liquidity for its initial investors. Shares trade on the OTC Markets under the ticker SWSS. As of November 3, 2025, the last price noted was $10.70 per share, with a corresponding market capitalization of $51 million USD on that date. The 52-week high for the stock was also reported at $10.70 around that time, though other data points suggest a lower price of $1.07 in early October 2025.

Here's a quick look at the key financial and trading metrics we have for Springwater Special Situations Corp. (SWSS) as of the latest available data:

Sponsor Capital

The initial at-risk capital comes from Springwater Promote Llc. This capital is distinct from the trust account funds and is typically what the sponsor stands to gain or lose based on the success of the transaction and the performance of the founder shares. While the exact dollar amount of this initial at-risk capital is not explicitly detailed in the latest filings, the management team's deep connection to Springwater Capital, which has advised on approximately 50 acquisitions in Europe over the last 18 years, represents a significant intangible resource backing the sponsor commitment.

The core human and financial capital supporting Springwater Special Situations Corp. (SWSS) can be summarized by their primary assets:

• Led by Martin Gruschka, founder of Springwater Capital.
• Trust account holding approximately $172.9 million for a deal.
• Public listing on OTC Markets under ticker SWSS.
• Sponsor capital provided by Springwater Promote Llc.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Value Propositions

You're looking at the value proposition for Springwater Special Situations Corp. (SWSS), now known as Clean Energy Special Situations Corp., as it navigates the late-2025 market for a business combination. The core value is speed and certainty compared to other routes to being a public entity.

Target Company Value Propositions

• Offers a faster, less complex route to a public listing than a traditional initial public offering (IPO).
• Provides access to public market capital and liquidity.

The alternative process is believed to be less expensive and takes less time than the traditional IPO process, offering greater certainty of execution for the target business. The capital available for a business combination, based on the trust account balance as of late 2025, is approximately $172.9 million. The target business must have a fair market value equal to at least 80% of the balance in the trust account at the time a definitive agreement is executed. Once public, the combined entity gains greater access to capital and enhanced profile among potential new customers and vendors.

The company's management team brings pan-European execution experience and deal sourcing, historically targeting overleveraged businesses, out-of-the-money private equity investments, and carve-outs across sectors like media, engineering construction, food and beverages, aerospace, software solutions, hospitality, and environmental services.

Investor Value Propositions

For investors, the proposition is an opportunity to invest in a private company with a focus on special situations and clean energy, which aligns with the company's current name, Clean Energy Special Situations Corp..

• Opportunity to invest in a private company with a focus on special situations/clean energy.
• A potential floor price via the redemption right.

The initial IPO in August 2021 raised $150,000,000 at $10.00 per unit. The redemption right offers a potential floor price, which is the amount held in the trust account per share, initially set at $10.00 per share. As of December 4, 2025, the stock was trading at $10.70, while the 52-week low for the unit component (SWSSU) was $1.07 as of October 3, 2025. The market capitalization as of November 2025 was approximately $51.58 million. The warrants issued in the IPO are exercisable at $11.50 per share.

Here's a quick comparison of the initial capital structure versus the current market context for Springwater Special Situations Corp. (SWSS):

The certainty of the redemption value is less certain post-extension/delisting issues, as the company faced potential delisting from Nasdaq amid challenges like not filing its quarterly report. Still, stockholders approved an extension amendment proposal to allow more time to finalize a business combination.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Customer Relationships

The customer relationships for Clean Energy Special Situations Corp. (formerly Springwater Special Situations Corp. or SWSS) segment into distinct groups: the private executives of potential acquisition targets, the public market participants holding common stock and warrants, and the broader institutional investor base.

High-touch/Direct: Intensive, relationship-driven engagement with target company executives during negotiations

Engagement with target company executives is the most intensive relationship, centered on securing a definitive agreement for a business combination. The structure mandates that the fair market value of the target business or businesses must collectively equal at least 80% of the balance in the trust account at the time of the definitive agreement execution.

Key relationship dynamics involve offering the target owners:

• Providing shares in a public company.
• Offering a public means to sell those shares.
• Providing capital for growth or balance sheet strengthening.

The company has flexibility to structure the business combination using cash, debt securities, or equity securities, or a combination thereof.

Transactional: Standard brokerage and exchange relationship with public shareholders

The relationship with public shareholders is primarily transactional, governed by the mechanics of the SPAC structure and market trading. As of December 04, 2025, the stock price was $10.70.

The transactional data points include:

Public stockholders retain the right to convert their public shares, even if they vote in favor of the initial business combination. This right may affect the consummation of the deal. In February 2023, there were 50 funds or institutions reporting positions.

Investor Relations: Communication with stockholders regarding extensions and business combination progress

Investor Relations focuses on maintaining confidence while navigating the timeline for a business combination. The company was originally allowed up to 21 months from the offering close to consummate a business combination. Stockholders approved an extension amendment proposal as of May 2024.

Key investor communication points:

• Communication regarding the extension approval status.
• Updates on the search for a target business.
• Disclosure of institutional ownership changes.

The company's Book Value was reported at $174.70M (annual). The funds available in the trust account for a business combination were historically around $172.9 million.

Finance: review proxy statement filings for the next extension vote deadline by end of Q1 2026.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Channels

You're looking at how Springwater Special Situations Corp. (SWSS), now operating as Clean Energy Special Situations Corp., gets its message and capital to the market and to potential targets as of late 2025. The channels for a Special Purpose Acquisition Company (SPAC) are distinct, focusing on public market liquidity and private deal origination.

OTC Markets: The primary trading venue for SWSS shares in late 2025.

The public face of Springwater Special Situations Corp. is its listing on the OTC Markets under the ticker SWSS. This venue provides the necessary liquidity for unit holders to trade their interests or redeem their capital ahead of a proposed business combination. As of November 24, 2025, the trust account held approximately $172.9 million available for a deal, which is the core asset backing the public share price. This capital is the primary lever for any future transaction. The company itself reports having 0 employees, meaning all channel activity is driven by the management team and external advisors.

The trading activity reflects the SPAC lifecycle. For instance, as of November 03, 2025, the reported Market cap was 51m USD, with a Last price of 10.70 USD. This compares to a 52-week high of $11.23 and a 52-week low of $1.07 (data from October 03, 2025). The financial snapshot from that same November date showed Net income of $839k and an Earnings Per Share (EPS) of 0.17, resulting in a Price-to-Earnings (P/E) Ratio of 61.60.

The public market channel is critical for capital retention.

Investment Banks: Used for the initial IPO and potential Private Investment in Public Equity (PIPE) financing.

The initial capital raise channel was the Initial Public Offering (IPO) in August 2021. This transaction established the initial capital base of $150,000,000. The structure involved offering 15,000,000 units at $10.00 per unit. The investment banking syndicate was clearly defined for this primary capital formation event.

The key players in this initial channel were:

• Sole book-running manager: EarlyBirdCapital, Inc.
• Co-manager: JonesTrading Institutional Services LLC

Furthermore, the underwriters received an option to purchase up to an additional 2,250,000 units to cover over-allotments within a 45-day window following the offering. While specific PIPE financing details for late 2025 aren't public, this investment bank relationship forms the established channel for any future equity financing required to bridge a transaction.

Direct Sourcing: Management team's network for identifying overleveraged or undervalued targets.

The management team relies heavily on its deep network, built over decades, to source proprietary deal flow, which is the lifeblood of a special situations SPAC. This channel bypasses the crowded public listing market competition.

The network's depth is evidenced by the track records of key personnel:

• Springwater Capital, an affiliate of an officer, has consummated 50 acquisitions (including add-ons) across Europe over the last 18 years.
• Board member Raghu Kilambi has helped raise over $1.5 billion of equity and debt capital for private and public companies in the USA and Canada.
• Board member Candice Beaumont executed over $20 billion of merger and acquisition advisory assignments during her time at Lazard Frères (1997 to 1999).

The stated sourcing model explicitly includes these entities as channels for deal introduction:

• Investment banking firms
• Private equity groups
• Consulting firms
• Accounting firms
• Industry experts and large corporations

This direct sourcing capability is positioned as the 'go to' for intermediaries introducing credible partners to their clients in Europe.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Customer Segments

You're looking at the specific groups Springwater Special Situations Corp. (SWSS), now Clean Energy Special Situations Corp., is trying to serve right now, heading into late 2025. This is about who holds the stock and who they want to acquire.

Private Companies: Mid-to-late-stage businesses seeking public market access, especially in clean energy or iGaming.

The target profile is clear from the announced non-binding letter of intent (LOI) from June 2024. You see the type of revenue scale they are looking at for a de-SPAC transaction.

• Target in iGaming LOI recorded unaudited 2023 revenues exceeding 70 million euros.
• The target anticipates significant growth in 2024 and 2025.
• Target's existing shareholders are expected to roll 100% of their equity into the combined public company.

The original SPAC focus, before the name change and pivot, included media, engineering construction, food and beverages, aerospace, software solutions, hospitality, and environmental services, showing a broad initial mandate.

Institutional Investors: Hedge funds and asset managers holding SPAC shares/warrants.

These are the sophisticated players who participated in the initial offering or bought units/shares/warrants in the open market. Their presence dictates liquidity and the potential for a successful PIPE (Private Investment in Public Equity) to support a merger.

The initial capital raise was $150 million from 15 million units priced at $10.00 per unit in August 2021. Significant redemptions have since impacted the trust value; nearly $156 million (over 88%) was lost to redemptions in February 2023, with another $3.4 million removed in August 2024. This context shapes the current institutional interest in the remaining capital structure.

Insider activity shows a clear pattern of selling, which institutional investors watch closely. In the last 4 recorded trades as of October 2025, 950 thousand shares were sold.

Retail Investors: Public shareholders trading SWSS stock, currently priced around $10.70.

These are the public shareholders holding the common stock (SWSS) or the units (SWSSU). As of December 4, 2025, the Clean Energy Special Situations (SWSS) stock trades at $10.70. This is the price point you see them trading at today, which is close to the original $10.00 unit price from the IPO.

The warrants, which are part of the original unit structure, are exercisable at $11.50 per share.

Here's a quick look at the key financial reference points for these segments:

The structure of the SPAC means the retail base is holding common stock, units, and warrants, all tied to the success of finding and closing a deal, which is why the $10.70 price matters so much to them right now.

Finance: draft 13-week cash view by Friday.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Cost Structure

You're looking at the cost structure for Springwater Special Situations Corp., now operating as Clean Energy Special Situations Corp., as of late 2025. Since this is a SPAC, the cost structure is heavily weighted toward pre-combination expenses and the ongoing maintenance of the trust assets until a deal closes or the entity liquidates.

Transaction Costs

The initial cost base for Springwater Special Situations Corp. was established during the initial public offering (IPO) and the subsequent search for a target. Significant costs are tied to the de-SPAC process itself, which involves substantial professional service fees. While the definitive 2025 transaction costs for a completed merger aren't public, the initial capital raised gives context to the scale of potential fees.

• Initial gross proceeds from the IPO, including the over-allotment option, totaled $171,186,240.
• Costs incurred for identifying and evaluating a target business with which a business combination is not completed result in a direct loss, reducing capital available for the actual transaction.

General & Administrative (G&A) Expenses

G&A expenses cover the operational overhead required to keep the shell company compliant and active while searching for a target. These costs include management fees, administrative overhead, and essential insurance policies.

• Operating costs include director and officer liability insurance premiums, which are mandatory for maintaining corporate governance.
• As of September 30, 2022, the company had not commenced any operating revenues, meaning all activity was expense-based, related to formation and the IPO.

Trust Maintenance Fees

The majority of the capital raised, approximately $172.9 million historically, is held in a trust account. The cost structure includes the management of this capital, primarily through interest income generation and associated administrative fees.

The primary cost here relates to the trustee services provided by Continental Stock Transfer & Trust Company for managing the funds held in trust.

Listing Fees

Maintaining the public listing on Nasdaq (prior to the move to OTC Markets) involved recurring fees. Even after a potential transition, there are costs associated with regulatory compliance and maintaining the public status of the securities.

For stockholders who exercise their redemption rights, there is a nominal administrative cost associated with share transfer processing.

The structure is heavily influenced by the initial capital raise, and the ongoing costs are primarily administrative until a business combination is finalized. Finance: draft 13-week cash view by Friday.

Springwater Special Situations Corp. (SWSS) - Canvas Business Model: Revenue Streams

You're analyzing Springwater Special Situations Corp. (SWSS) revenue streams right now, and honestly, the picture is what you'd expect for a Special Purpose Acquisition Company (SPAC) that hasn't closed a deal yet. There are no core operating revenues to speak of in 2025; the money comes from the cash sitting in the trust account and the potential upside from the transaction itself. The market is pricing in the future, not the present financials, which is why you see a market capitalization around $51.58 Million as of late 2025, despite the lack of sales.

Investment Income

The first, and currently only, realized revenue stream is the interest earned on the capital held in the trust account. This is non-operating income, pure and simple. As of late 2025, the funds available for a business combination stand at approximately $172.9 million. The last reported figure for this income, which gives us a baseline, was the Total Non-Operating Income/Expense of $2.505 million recorded in the 2022 fiscal year. This interest income is what drives the minimal Net Income reported by Springwater Special Situations Corp. before a merger. If onboarding takes 14+ days, churn risk rises, but here, the risk is the time value of that trust money before deployment.

Here's a look at the key figures underpinning the current revenue profile:

• IPO Proceeds (2021): $150 million.
• Trust Account Balance (Approx. Late 2025): $172.9 million.
• 2022 Non-Operating Income Proxy: $2.505 million.
• Operating Revenue (2025 YTD): Zero.

Sponsor Promote

This stream is entirely future-facing, representing the economic alignment between the sponsor and the public shareholders post-merger. The Sponsor Promote is the founder shares or equity stake the management team receives, typically for a nominal cost, in the combined company upon a successful de-SPAC. This is the primary incentive for the management team to find and close a deal that creates value. While the exact post-merger equity percentage isn't fixed in the current 2025 structure, the management team, led by CEO Martin Gruschka, has a superior track record, generating an average 5.6x multiple on invested capital from past deals. This historical performance is what investors are betting on when they look at the sponsor's future stake.

Acquired Company Revenue

For the fiscal year 2025, Springwater Special Situations Corp. reports zero operating revenue. This is the defining characteristic of a pre-merger SPAC; it is not engaged in any substantive commercial business. The sole future revenue stream, which will become the company's core business, is entirely dependent on the successful acquisition. The company is targeting a business with operational improvement potential at an undervalued price, aiming for a significant return after capitalization and normalization of operations. The target business must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the definitive agreement.

The potential post-merger revenue structure is dictated by the target, which could be in media, engineering construction, food and beverages, aerospace, software solutions, hospitality, or environmental services. The flexibility to use cash, debt, or equity in the transaction gives the management team options for structuring the final balance sheet of the combined entity.

Finance: draft 13-week cash view by Friday.