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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SDCL EDGE Sponsor LLC
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]
(Last)
(First)
(Middle)
C/O SDCL EDGE ACQUISITION CORP., 1120 AVENUE OF THE AMERICAS, 4TH FLOOR
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 Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SDCL EDGE Sponsor LLC
C/O SDCL EDGE ACQUISITION CORP.
1120 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10036
    X    
SDCL EDGE Acquisition Corp
C/O SDCL EDGE ACQUISITION CORP.
1120 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10036
    X    
Maxwell Jonathan
C/O SDCL EDGE ACQUISITION CORP.
1120 AVENUE OF THE AMERICAS, 4TH FLOOR
NEW YORK, NY 10036
  X   X   Co-Chief Executive Officer  

Signatures

SDCL EDGE Sponsor LLC, by /s/ Benoit Sansoucy, as Manager 10/28/2021
**Signature of Reporting Person Date

SDCL EDGE Sponsor Participation LLP, by /s/ Eugene Kinghorn, as Member 10/28/2021
**Signature of Reporting Person Date

/s/ Jonathan Maxwell 10/28/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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