Current Report Filing (8-k)
July 19 2022 - 3:08PM
Edgar (US Regulatory)
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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
July
18, 2022
Date
of Report (Date of earliest event reported)
CleanTech
Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-40611 |
|
85-1699753 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
207
West 25th Street, 9th Floor
New
York, NY |
|
10001 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (212) 494-9005
N/A
(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:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock |
|
CLAQ |
|
The Nasdaq Stock
Market LLC |
Warrants |
|
CLAQW |
|
The Nasdaq Stock
Market LLC |
Rights |
|
CLAQR |
|
The Nasdaq Stock
Market LLC |
Units |
|
CLAQU |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
1.01 Entry into a Material Definitive Agreement
As
approved by its stockholders at the Special Meeting of Stockholders on July 18, 2022 (the “Meeting”), CleanTech Acquisition
Corp. (the “Company” or “CLAQ”) entered into an amendment (the “Trust Amendment”) to the investment
management trust agreement, dated as of July 14, 2021, with Continental Stock Transfer & Trust Company on July 19, 2022. Pursuant
to the Trust Amendment, the Company has the right to extend the time to complete a business combination six (6) times for an additional
one (1) month each time from July 19, 2022, to January 19, 2023, by depositing $100,000 to the trust account for each one-month extension.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
July 18, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $150,000 to CleanTech Investments,
LLC (“CleanTech Investments”) and an unsecured promissory note in the aggregate principal amount of $300,000 to CleanTech
Sponsor I LLC (“CleanTech Sponsor”). The Company deposited to the trust account $100,000 of the total $450,000 of loan amount
and extended the amount of time it has available to complete a business combination from July 19, 2022 to August 19, 2023. Both CleanTech
Investments and CleanTech Sponsor are the Company’s sponsors at its initial public offering. Neither promissory note bears interest
and both of them will be repaid only upon closing of a business combination by the Company.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Meeting on July 18, 2022, the Company filed an amendment to its Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State on July 19, 2022 (the “Charter Amendment”), giving the Company the
right to extend the date by which it has to complete a business combination up to six (6) times for an additional one (1) month each
time, from July 19, 2022 to January 19, 2023.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
July 18, 2022, the Company held the Meeting. On June 15, 2022, the record date for the Meeting, there were 21,562,500 shares of common
stock of CLAQ entitled to be voted at the Meeting, 72.12% of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of CLAQ’s stockholders at the Meeting are as follows:
Stockholders
approved the proposal to amend the Company’s amended and restated certificate of incorporation, giving CLAQ the right to extend
the date by which it has to complete a business combination six (6) times for an additional one (1) month each time, from July 19, 2022
to January 19, 2023. Adoption of the amendment required approval by the affirmative vote of at least a majority of the Company’s
outstanding common stock. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
13,332,777 |
|
2,218,136 |
|
0 |
|
0 |
Stockholders
approved the proposal to amend the Company’s investment management trust agreement, dated as of July 14, 2021, by and between the
Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination
six (6) times for an additional one (1) month each time from July 19, 2022, to January 19, 2023 by depositing into the trust account
$100,000 for each one-month extension. Adoption of the amendment required approval by the affirmative vote of at least a majority of
the Company’s outstanding common stock. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
13,332,752 |
|
2,218,136 |
|
25 |
|
0 |
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
SIGNATURES
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:
July 19, 2022 |
CLEANTECH ACQUISITION CORP. |
|
|
|
By: |
/s/
Eli Spiro |
|
Name: |
Eli Spiro |
|
Title: |
Chief Executive Officer |
3
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