SEC Form SC 13G filed by Decarbonization Plus Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.         )*

Decarbonization Plus Acquisition Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

242797108

(CUSIP Number)

May 25, 2021

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the Following Pages)

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CUSIP No. 242797108

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CUSIP No. 242797108

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CUSIP No. 242797108

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CUSIP No. 242797108

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Item 1(a). Name of Issuer:

Decarbonization Plus Acquisition Corporation (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

2744 Sand Hill Road, Suite 100

Menlo Park, California 94025

Item 2(a). Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

This Statement relates to Shares (as defined herein) held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”). Linden GP is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Shares held by Linden Capital. Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by each of Linden Capital and the Managed Accounts.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 15th Floor, New York, New York 10022.

Item 2(c). Citizenship:

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Item 2(d). Title of Class of Securities

Class A Common Stock, par value $0.0001 per share (the “Shares”).

Item 2(e). CUSIP Number: 242797108

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:

This Item 3 is not applicable.

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

As of May 25, 2021, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of 1,264,746 Shares. This 1,264,746 amount consists of 1,196,889 Shares held by Linden Capital and 67,857 Shares held by the Managed Accounts. As of May 25, 2021 each of Linden GP and Linden Capital may be deemed the beneficial owner of the 1,196,889 Shares held by Linden Capital.

Item 4(b) Percent of Class:

As of May 25, 2021, each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of approximately 5.6% of Shares outstanding, and each of Linden GP and Linden Capital may be deemed the beneficial owner of approximately 5.3% of Shares outstanding. These percentages are based on the 22,572,502 Shares outstanding as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed on May 24, 2021.

Item 4(c) Number of Shares as to which such person has:

As of May 25, 2021:

Linden Capital and Linden GP:

Linden Advisors and Mr. Wong:

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Item 5. Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8. Identification and Classification of Members of the Group:

See Exhibit A attached hereto.

Item 9. Notice of Dissolution of Group:

This item 9 is not applicable.

Item 10. Certification:

By signing below, the undersigned certifies that, to the best of its 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 Sec. 240.14a-11.

Item 11. Materials to Be Filed as Exhibits:

Exhibit A: Joint Filing Statement

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: May 27, 2021