SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SDCL EDGE Sponsor LLC (Last) (First) (Middle) C/O SDCL EDGE ACQUISITION CORP. 1120 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/28/2021	3. Issuer Name and Ticker or Trading Symbol SDCL EDGE Acquisition Corp [ SEDA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	2,656,500(1)	(1)	D(2)(3)

1. Name and Address of Reporting Person* SDCL EDGE Sponsor LLC (Last) (First) (Middle) C/O SDCL EDGE ACQUISITION CORP. 1120 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SDCL EDGE Acquisition Corp (Last) (First) (Middle) C/O SDCL EDGE ACQUISITION CORP. 1120 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Maxwell Jonathan (Last) (First) (Middle) C/O SDCL EDGE ACQUISITION CORP. 1120 AVENUE OF THE AMERICAS, 4TH FLOOR (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Co-Chief Executive Officer

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-254238) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination. Includes 656,250 Class B ordinary shares that are subject to repurchase if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional units.

2. SDCL EDGE Sponsor LLC (the "Sponsor") is the record holder of the Class B ordinary shares reported herein. SDCL EDGE Sponsor Participation LLP (the "Managing Member") is the managing member of the Sponsor and, by virtue of that relationship, the Managing Member may be deemed a beneficial owner of the securities held by the Sponsor. The Managing Member disclaims beneficial ownership of the securities held by the Sponsor except to the extent of its pecuniary interest therein.

3. Jonathan Maxwell is a member of the Managing Member and has investment control over the securities held by the Sponsor through the Managing Member. By virtue of that relationship, Jonathan Maxwell may be deemed a beneficial owner of the securities held by the Sponsor. Jonathan Maxwell disclaims beneficial ownership of the securities held by the Sponsor except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1 - Powers of Attorney.

	SDCL EDGE Sponsor LLC, by /s/ Benoit Sansoucy, as Manager	10/28/2021
	SDCL EDGE Sponsor Participation LLP, by /s/ Eugene Kinghorn, as Member	10/28/2021
	/s/ Jonathan Maxwell	10/28/2021
	** Signature of Reporting Person	Date
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