Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on February 27, 2023, Springwater Special Situations Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting") to vote upon, among other proposals, a proposal to amend (the "Amendment") the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from February 28, 2023 to August 28, 2023 (the "Extension Amendment Proposal"). Also as previously disclosed, prior to the Special Meeting the Company's board of directors approved a dividend of rights ("Rights") to holders of public shares of Common Stock (the "Public Shares", each a "Public Share") who did not seek redemption of their Public Shares in connection with the vote upon the Extension Amendment Proposal. Each Right entitles the holder to receive one-twelve-and-a-half (1/12.5) of a share of Common Stock upon consummation of the Company's initial business combination. Common Stock will only be issued in respect of Rights adding up to a full share of Common Stock.

In connection with the dividend, on March 2, 2023, the Company entered into a rights agreement between the Company and Continental Stock Transfer and Trust Company as rights agent in the form attached hereto as Exhibit 4.1 (the "Rights Agreement").

The description of the Rights and Rights Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Rights Agreement and form of Right certificate, copies of which have been filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit                                   Description
4.1         Rights Agreement
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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