Current Report Filing (8-k)
25 10월 2022 - 5:17AM
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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): October 19, 2022
Clover Leaf Capital
Corp.
(Exact name of registrant
as specified in its charter)
Delaware |
|
001-40625 |
|
85-2303279 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1450 Brickell Avenue, Suite
2520
Miami, FL 33131
(Address of principal executive
offices, including zip code)
Registrant’s
telephone number, including area code: (305) 577-0031
(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)) |
| ☐ | 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 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 | |
CLOEU | |
The Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 per share | |
CLOE | |
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 | |
CLOER | |
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 1.01. Entry into a Material Definitive Agreement.
On
October 19, 2022, Clover Leaf Capital Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s
amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination
from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension”).
In
connection with the Meeting, stockholders holding 12,204,072 shares of the Company’s Class A common stock issued in the Company’s
initial public offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust
account. As a result, approximately $125,587,180.34 (approximately $10.29 per share) will be removed from the Company’s trust account
to pay such holders.
On October 19, 2022, the
Company issued a promissory note (the “Note”) in the principal amount of $1,383,123 to Yntegra Capital
Investments, LLC (the “Sponsor”), pursuant to which the Sponsor loaned to the Company $1,383,123 (the “Extension
Funds”) to deposit into the Company’s trust account for each share of the Company’s Class A common stock (“Public
Share”) that was not redeemed in connection with the Extension.
The
Company will cause the Extension Funds to be deposited into the Trust Account, which equates to approximately $0.85 per remaining Public
Share, for the period that the Company needs to complete an initial business combination (the “Initial Business Combination”),
and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders
of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination. As
of October 19, 2022, an aggregate of $1,383,123 had been deposited into trust to support the Extension.
The
Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business
combination, or (b) the date of the liquidation of the Company.
The
issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and are
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 20, 2022,
Clover Leaf Capital Corp. (the “Company”) filed the Extension Amendment with the Secretary of State of the State
of Delaware (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate
its initial business combination from October 22, 2022 to July 22, 2023, or such earlier date as determined by the Company’s
board of directors (the “Board”).
The
foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit
3.1 hereto and is incorporated by reference herein.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The
final voting results for the proposal to approve the Extension Amendment were as follows:
For | |
Against | |
Abstain | |
Broker Non-Votes |
13,470,584 | |
1,505,444 | |
4,198 | |
0 |
Item 9.01
Financial Statements and Exhibits.
(d) |
Exhibits. The following exhibits are filed with this Form 8-K: |
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.
|
Clover Leaf Capital Corp. |
|
|
|
Dated: October 24, 2022 |
By: |
/s/ Felipe MacLean |
|
Name: |
Felipe MacLean |
|
Title: |
Chief Executive Officer |
3
Clover Leaf Capital (NASDAQ:CLOE)
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