UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Accretion Acquisition Corp
(Name of
Issuer)
Common Stock, $0.0001 par value
(Title
of Class of Securities)
00438Y107
(CUSIP
Number)
December 31, 2022
(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)
[X] Rule
13d-1(c)
[_] Rule
13d-1(d)
*The remainder of this cover page
shall be filled out for a reporting person's initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G/A
1 |
Names of Reporting Persons
|
Saba Capital Management, L.P. |
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
|
Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole Voting Power
|
-0- |
6 |
Shared Voting Power
|
1,457,975 |
7 |
Sole Dispositive Power
|
-0- |
8 |
Shared Dispositive Power
|
1,457,975 |
9 |
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,457,975 |
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)
|
5.6% |
12 |
Type of Reporting Person (See Instructions)
|
PN; IA |
|
|
|
|
The percentages used herein are
calculated based upon 25,995,000 shares of common stock outstanding
as of November 14, 2022, as disclosed in the company's 10-Q filed
November 14, 2022
SCHEDULE 13G/A
1 |
Names of Reporting Persons
|
Boaz R. Weinstein |
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- |
6 |
Shared Voting Power
|
1,457,975 |
7 |
Sole Dispositive Power
|
-0- |
8 |
Shared Dispositive Power
|
1,457,975 |
9 |
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,457,975 |
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)
|
5.6% |
12 |
Type of Reporting Person (See Instructions)
|
IN |
|
|
|
|
The percentages used herein are
calculated based upon 25,995,000 shares of common stock outstanding
as of November 14, 2022, as disclosed in the company's 10-Q filed
November 14, 2022.
1 |
Names of Reporting Persons
|
Saba Capital Management GP, 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
|
Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole Voting Power
|
-0- |
6 |
Shared Voting Power
|
1,457,975 |
7 |
Sole Dispositive Power
|
-0- |
8 |
Shared Dispositive Power
|
1,457,975 |
9 |
Aggregate Amount Beneficially Owned by Each
Reporting Person
|
1,457,975 |
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)
|
5.6% |
12 |
Type of Reporting Person (See Instructions)
|
OO |
|
|
|
|
The percentages
used herein are calculated based upon 25,995,000 shares of common
stock outstanding as of November 14, 2022, as disclosed in the
company's 10-Q filed November 14, 2022
Item 1.
(a) Name of
Issuer: Accretion Acquisition Corp
(b) Address of
Issuer's Principal Executive Offices: 410 17th Street, Suite
1110, Denver, CO 80202
Item 2.
(a) Name
of Person Filing: Saba Capital Management, L.P., a Delaware
limited partnership ("Saba Capital"), Saba Capital Management GP,
LLC, a Delaware limited liability company ("Saba GP"), and Mr. Boaz
R. Weinstein (together, the "Reporting Persons"). The
Reporting Persons have entered into a Joint Filing Agreement, dated
January 13, 2022, pursuant to which the Reporting Persons have
agreed to file this statement and any subsequent amendments hereto
jointly in accordance with the provisions of Rule 13d-1(k)(1) under
the Act. Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after
making inquiry to the appropriate party. The filing of this
statement should not be construed as an admission that any of the
forgoing persons or the Reporting Persons is, for the purposes of
Section 13 of the Act, the beneficial owner of the Common Stock
reported herein.
(b) Address
of Principal Business Office or, if None, Residence: The
address of the business office of each of the Reporting Persons is
405 Lexington Avenue, 58th Floor, New York, New York 10174.
(c) Citizenship:
Saba Capital is organized as a limited partnership under the laws
of the State of Delaware. Saba GP is organized as a limited
liability company under the laws of the State of Delaware. Mr.
Weinstein is a citizen of the United States.
(d) Title
and Class of Securities: Common stock, $0.0001 Par Value (the
"Common Stock").
(e) CUSIP
No.: 00438Y107
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;
(b) [_] Bank
as defined in Section 3(a)(6) of the Act;
(c) [_] Insurance
company as defined in Section 3(a)(19) of the Act;
(d) [_] Investment
company registered under Section 8 of the Investment Company Act of
1940;
(e) [_] An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [_] A
parent holding company or control person in accordance with Rule
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;
(j) [_] A
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
(k) [_] Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____
Item 4. Ownership
(a) Amount
Beneficially Owned: The
information required by Items 4(a) - (c) is set forth in Rows (5) -
(11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting
Person.
Item 5. Ownership of
Five Percent or Less of a Class. N/A
Item 6. Ownership
of more than Five Percent on Behalf of Another Person.
The funds and accounts advised by Saba Capital have the right to
receive the dividends from and proceeds of sales from the Common
Stock.
Item 7. Identification
and classification of the subsidiary which acquired the security
being reported on by the parent holding company or control person.
N/A
Item 8. Identification
and classification of members of the group. N/A
Item 9. Notice
of Dissolution of Group. N/A
Item 10. Certifications.
By signing below
each Reporting Person certifies that, to the best of his or 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.
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.
Dated: February 14, 2023
/s/ Signature
Michael D'Angelo
Name: Michael D'Angelo
Title: Chief Compliance Officer
Boaz R. Weinstein
By: Michael D'Angelo
Title: Attorney-in-fact***
*** Pursuant to a Power of Attorney
dated as of November 16, 2015
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