UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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The Stock Market LLC | ||||
The Stock Market LLC | ||||
The Stock Market LLC |
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Item 8.01 Other Events
The definitive proxy statement for the special meeting in lieu of an annual meeting (“special meeting”) of stockholders of Clean Energy Special Situations Corp. (the “Company”) indicated that the per share pro rata portion of the Company’s trust account on the record date of July 31, 2023, after taking into account anticipated taxes payable but not paid by such date, was approximately $10.36. However, it has been subsequently determined by the Company’s current management team that such amount incorrectly failed to take into account the taxes that should have been withdrawn and paid in connection with the prior extension of time to consummate a business combination effected in February 2023. The actual per share pro rata portion of the Company’s trust account on the record date of July 31, 2023, after taking into account anticipated taxes payable but not paid by such date, was approximately $10.18. Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights, whether in connection with the vote on the extension at the special meeting or an initial business combination, will not be reduced by the taxes that were not properly factored into the calculation described above. As a result, the per share redemption amount for holders of public shares seeking redemption at the special meeting will still be $10.36 as originally disclosed in the definitive proxy statement for the special meeting.
In addition to the foregoing, pursuant to the Company’s amended and restated certificate of incorporation, the Company has the right to withdraw up to $100,000 of accrued interest earned on the funds held in the trust account to pay for liquidation and dissolution expenses if it is unable to consummate an initial business combination within the required time period. The Company has agreed that if it is unable to consummate an initial business combination within the required time period and is forced to dissolve and liquidate, it will not take advantage of this right and will not withdraw any accrued interest on the funds in the trust account to pay for liquidation and dissolution expenses.
The special meeting is currently scheduled for August 24, 2023. Given the above information, the Company intends to adjourn the special meeting from August 24, 2023 until August 28, 2023 at 11:00 a.m. EST and accordingly holders of public shares will now have until August 25, 2023 to change their redemption decisions.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 24, 2023
CLEAN ENERGY SPECIAL SITUATIONS CORP. | ||
By: | /s/ Raghunath Kilambi | |
Name: | Raghunath Kilambi | |
Title: | Chief Executive Officer |
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