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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of
earliest event reported): November 29, 2023
CLEAN ENERGY SPECIAL
SITUATIONS CORP.
(Exact Name of Registrant
as Specified in Charter)
Delaware |
|
001-40757 |
|
85-3501488 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o Graubard Miller
405 Lexington Avenue, 44th
Floor
New York, New
York 10174
(Address of Principal
Executive Offices) (Zip Code)
(212) 818-8800
(Registrant’s Telephone
Number, Including Area Code)
Not Applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant |
|
SWSSU |
|
The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
|
SWSS |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share |
|
SWSSW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 29, 2023, Clean Energy Special Situations Corp. (the “Company”) received a notification letter (the “Letter”)
from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued
listing standards (the “Rules”) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2023 (the “Q3 10-Q”).
As
the Company reported in its Current Report on Form 8-K filed with the SEC August 30, 2023, the Company previously received written notice
(the “Initial Notice”) from Nasdaq indicating that the Company was not in compliance with the Rules because the Company
did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Q2 10-Q”). In response
to the Initial Notice, the Company timely submitted a plan to regain compliance with the Rules with respect to the Q2 10-Q, which plan
was approved by Nasdaq. As a result, the Company has until February 12, 2024 to file the Q2 10-Q and regain compliance with the Rules.
Pursuant
to the Letter, the Company is required to submit an update to the plan that was submitted in response to the Initial Notice, to account
for regaining compliance with respect to the Q3 10-Q and indicate the progress the Company has made towards filing the Q2 10-Q. The update
to the plan must be submitted to Nasdaq by December 13, 2023.
If
Nasdaq accepts the updated plan, the Company would have until February 12, 2024 to regain compliance with the Rules with respect to both
the Q2 10-Q and Q3 10-Q. The Company can regain compliance at any time by filing such reports and any other subsequent reports required
to be filed in the interim.
The
Letter has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the
Company will be able to regain compliance with the Rules discussed above.
The
Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit
99.1.
Item 9.01. Financial
Statement and Exhibits.
(d) Exhibits:
Exhibit |
|
Description |
99.1 |
|
Press release. |
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
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: December 1, 2023 |
CLEAN ENERGY SPECIAL SITUATIONS CORP. |
|
|
|
|
By: |
/s/ Raghunath Kilambi |
|
|
Raghunath Kilambi |
|
|
Chief Executive Officer |
2
Exhibit 99.1
Clean Energy Special Situations Corp. Receives
Notice from Nasdaq Regarding Late Form 10-Q Filing
New York, New York, Dec.
01, 2023 (GLOBE NEWSWIRE) -- Clean Energy Special Situations Corp. (the “Company”)
announced that on November 29, 2023, it received a notification letter (the “Letter”) from the Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued listing standards (the
“Rules”) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023 (the “Q3 10-Q”).
As
previously disclosed, the Company had received written notice (the “Initial Notice”) from Nasdaq indicating that the
Company was not in compliance with the Rules because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023 (the “Q2 10-Q”). In response to the Initial Notice, the Company timely submitted a plan to regain
compliance with the Rules with respect to the Q2 10-Q, which plan was approved by Nasdaq. As a result, the Company has until February
12, 2024 to file the Q2 10-Q and regain compliance with the Rules. The Company is required to submit an update to the plan that was submitted
in response to the Initial Notice to account for regaining compliance with respect to the Q3 10-Q and indicate the progress the Company
has made towards filing the Q2 10-Q. The update to the plan must be submitted to Nasdaq by December 13, 2023.
If
Nasdaq accepts the updated plan, the Company would have until February 12, 2024 to regain compliance with the Rules with respect to both
the Q2 10-Q and Q3 10-Q. The Company can regain compliance at any time by filing such reports and any other subsequent reports required
to be filed in the interim.
The Letter has no immediate
effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to
regain compliance with the Rules discussed above.
About Clean Energy Special Situations Corp.
Clean Energy Special Situations
Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”,
“would”, “predict”, “potential”, “seem”, “future”, “outlook” or
other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that
are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the
Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements.
Contact Information:
Raghunath Kilambi
Chief Executive Officer
c/o Graubard Miller
(212) 818-8800
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