ClearSign Technologies (CLIR) investor group discloses 19.99% stake and warrant terms

Rhea-AI Filing Summary

ClearSign Technologies Corp has a substantial shareholder group led by John M. Pasquesi and Otter Capital LLC, which together report beneficial ownership of 1,364,977 shares of common stock, representing 19.99% of the outstanding shares as of July 22, 2026.

Otter Capital LLC is the record owner of 1,343,477 common shares and holds Private Warrants for up to 663,331 shares at an exercise price of $10.50 per share, exercisable for five years from issuance. Due to a 19.99% ownership cap, only 21,500 warrant shares are currently exercisable. The warrants may be redeemed on 30 days’ notice if the common stock closes at or above $22.75 for 20 trading days in a 30-day period and an effective resale registration is in place. Total shares outstanding used for the ownership calculation are 6,807,080, including 500,000 shares issued to Pasquesi and Otter Capital LLC on July 22, 2026.

Key Figures

Beneficially owned shares: 1,364,977 shares Ownership percentage: 19.99% Common shares held: 1,343,477 shares +5 more

8 metrics

Beneficially owned shares 1,364,977 shares Shares beneficially owned by John M. Pasquesi and Otter Capital LLC as of July 22, 2026

Ownership percentage 19.99% Beneficial ownership of ClearSign common stock by the Reporting Persons

Common shares held 1,343,477 shares ClearSign common stock held of record by Otter Capital LLC

Private Warrant capacity 663,331 shares Maximum ClearSign shares issuable under Private Warrants held by Otter Capital LLC

Warrant exercise price $10.50 per share Exercise price of the Private Warrants for ClearSign common stock

Shares outstanding baseline 6,807,080 shares Total ClearSign shares used to calculate ownership percentage, including 500,000 newly issued shares

Redemption trigger price $22.75 Stock price level for 20 of 30 business days allowing redemption of Private Warrants

Currently exercisable warrants 21,500 shares Private Warrant shares exercisable as of July 22, 2026 under the 19.99% cap

Key Terms

beneficially owned, Private Warrants, exercise price, prospectus supplement, +2 more

6 terms

beneficially owned financial

"Amount beneficially owned: As of July 22, 2026, Otter Capital LLC was the record owner"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Private Warrants financial

"record owner of 1,343,477 shares of the Issuer's Common Stock and Private Warrants"

A private warrant is a contract sold directly to selected investors that gives the holder the right to buy a company’s stock at a fixed price in the future. Think of it as a coupon for shares that isn’t offered on public markets: it can provide the company with future cash if exercised but can also dilute existing shareholders by increasing the number of outstanding shares, so investors watch exercise price, expiration and transfer restrictions closely.

exercise price financial

"The Private Warrants will be exercisable at an exercise price of $10.50 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"as reported in the Issuer's prospectus supplement filed on July 6, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

CUSIP No. financial

"Title of class of securities: Common Stock (e) | CUSIP No.: 185064102"

redemption financial

"the Issuer may redeem the Private Warrants once they become exercisable upon 30 days' advance notice"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 04:49 PM Accepted by SEC EDGAR 07/24/2026 - 04:48 PM Learn about SEC filing dates

FAQ

What percentage of ClearSign Technologies (CLIR) does John M. Pasquesi and Otter Capital LLC own?

John M. Pasquesi and Otter Capital LLC report beneficial ownership of 19.99% of ClearSign’s common stock, or 1,364,977 shares, based on 6,807,080 shares outstanding as of July 22, 2026.

How many ClearSign (CLIR) shares and warrants does Otter Capital LLC hold?

Otter Capital LLC holds 1,343,477 shares of ClearSign common stock and Private Warrants to purchase up to 663,331 shares, with only 21,500 warrant shares currently exercisable due to a 19.99% cap.

What is the exercise price and term of the ClearSign (CLIR) Private Warrants held by Otter Capital?

The Private Warrants held by Otter Capital LLC are exercisable at $10.50 per share, are currently exercisable, and will expire five years from their date of issuance, subject to the 19.99% ownership limitation.

What ownership cap applies to Otter Capital’s ClearSign (CLIR) Private Warrants?

ClearSign prohibits warrant exercises that would push Otter Capital LLC and its affiliates above 19.99% beneficial ownership, limiting currently exercisable warrants to 21,500 shares as of July 22, 2026.

Under what conditions can ClearSign (CLIR) redeem the Private Warrants held by Otter Capital?

ClearSign may redeem the Private Warrants on 30 days’ notice once exercisable if the stock’s closing price is at least $22.75 for 20 business days in a 30-day period and a resale registration is effective.

How many ClearSign (CLIR) shares were used to calculate the 19.99% ownership?

The 19.99% ownership is calculated using 6,807,080 shares outstanding, which includes 6,307,455 shares previously outstanding plus 500,000 shares issued to John M. Pasquesi and Otter Capital LLC on July 22, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

ClearSign Technologies Corp

(Name of Issuer)

Common Stock

(Title of Class of Securities)

185064102

(CUSIP Number)

07/22/2026

(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)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 185064102

1

Names of Reporting Persons

John M Pasquesi

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,364,977.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,364,977.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,364,977.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The percentage of class under (11) above represented by amount in Row (9) is 19.99%

SCHEDULE 13G

CUSIP Number(s): 185064102

1

Names of Reporting Persons

Otter Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,364,977.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,364,977.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,364,977.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

19.9 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The percentage of class in (11) represented by amount in Row (9) is 19.99%

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ClearSign Technologies Corp
(b)	Address of issuer's principal executive offices: 8023 E. 63RD PLACE, SUITE 101, 8023 E. 63RD PLACE, SUITE 101, TULSA, OKLAHOMA, 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 1503 Manchester-by-the-Sea, MA 01944
(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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.	Ownership
(a)	Amount beneficially owned: As of July 22, 2026, Otter Capital LLC was the record owner of 1,343,477 shares of the Issuer's Common Stock and Private Warrants to purchase up to 663,331 shares of Common Stock. The Private Warrants will be exercisable at an exercise price of $10.50 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 $22.75 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 21,500 shares of Common Stock are exercisable as of July 22, 2026. 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 6,307,455 shares of Common Stock represented to be outstanding by the Issuer on July 6, 2026, as reported in the Issuer's prospectus supplement filed on July 6, 2026, plus the 500,000 shares issued to Mr. Pasquesi and Otter Capital LLC on July 22, 2026, resulting in 6,807,080 shares outstanding.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,364,977
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,364,977
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

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.

John M Pasquesi

Signature:	/s/ John M. Pasquesi
Name/Title:	John M. Pasquesi
Date:	07/24/2026

Otter Capital LLC

Signature:	/s/ John M. Pasquesi
Name/Title:	Managing Member
Date:	07/24/2026