Current Report Filing (8-k)
24 9월 2022 - 6:01AM
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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): September 23, 2022
Clover Leaf Capital
Corp.
(Exact name of registrant
as specified in its charter)
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Delaware |
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001-40625 |
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85-2303279 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
1450 Brickell Avenue,
Suite 2520
Miami, Florida 33131
(Address of principal executive
offices, including zip code)
Registrant’s
telephone number, including area code: (305) 577-0031
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:
☐ |
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)) |
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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:
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Title of Each Class |
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Trading
Symbol(s) |
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Name of Each Exchange
on Which Registered |
Units, each consisting of one share of Class A Common Stock, $0.0001 par value and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination |
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CLOEU |
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The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
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CLOE |
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The Nasdaq Stock Market LLC |
Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination |
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CLOER |
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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 8.01. Other Events
On September 23, 2022,
Clover Leaf Capital Corp., a Delaware corporation (“Clover Leaf”) issued a press release announcing that its board
of directors has set the close of business on September 23, 2022 as the record date (“Record Date”) for Clover
Leaf’s special meeting of stockholders (the “Special Meeting”) to be held to approve a proposal to amend Clover
Leaf’s charter (the “Extension Amendment”) to extend the date by which it has to complete a business combination
from October 22, 2022 to July 22, 2023 (the “Extension”).
The Company’s
stockholders of record at the close of business on the record date, September 23, 2022, will be entitled to vote the shares of common
stock of Clover Leaf owned by them at the Special Meeting. A proxy statement relating to the Special Meeting has not been finalized or
declared effective. Once final, a definitive proxy statement (the “Extension Proxy Statement”) will be mailed together
with a proxy card to Clover Leaf and will include the date, time and location of the Special Meeting.
The press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
Forward-Looking
Statements
This
Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements
are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause
actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences
include, without limitation, uncertainties relating to Clover Leaf’s stockholder approval of the Extension, its inability to complete
an initial business combination within the required time period or, and other risks and uncertainties indicated from time to time in
filings with the Securities and Exchange Commission (the “SEC”), including Clover Leaf’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents Clover Leaf has filed,
or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. Clover Leaf expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in Clover Leaf’s expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
Clover
Leaf and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the securityholders of Clover Leaf in favor of the approval of the Extension. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of Clover Leaf’s directors and officers
in the Extension Proxy Statement, which, when available, may be obtained free of charge from the sources indicated above.
No Offer
or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Extension. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Additional
Information and Where to Find It
Clover
Leaf urges investors, stockholders and other interested persons to read the Extension Proxy Statement, once available, as well as other
documents filed by Clover Leaf with the SEC, because these documents will contain important information about Clover Leaf and the Extension.
When available, stockholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov
or by directing a request to: Clover Leaf Capital Corp., 1450 Brickell Avenue, Suite 2520, Miami, FL 33131.
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.
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Clover Leaf Capital Corp. |
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Dated: September 23, 2022 |
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By: |
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/s/ Felipe MacLean |
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Name: Felipe MacLean |
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Title: Chief Executive Officer |
Clover Leaf Capital (NASDAQ:CLOE)
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Clover Leaf Capital (NASDAQ:CLOE)
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