CIPI Correlate Energy Corporation (QB)

Item 7.01 Regulation FD Disclosure. On August 23, 2022, Correlate Infrastructure Partners Inc.’s chief executive officer, Todd Michaels, appeared on a podcast with Bell2Bell, the transcript of which is attached hereto as Exhibit 99.1. During the podcast, Mr. Michaels disclosed that the Company has entered into an agreement to acquire a leading efficiency and commercial solar business in the state of Hawaii, and that the Company is acquiring a developer EPC in the Northeast. The Company is filing this Form 8-K to: (i) more widely disseminate the information provided by the Company in the podcast; and (ii) to clarify that each of the agreements to acquire the companies in both Hawaii and the Northeast are pursuant to separate non-binding letters of intent, that each acquisition is subject to the satisfactory due diligence of the respective parties and in order to complete each of the acquisitions, definitive agreements will need to be agreed upon between the parties and all closing conditions will need to be satisfied prior to the completion of each such acquisition.

The information contained in this Item 8.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Information

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management’s beliefs and assumptions, as well as information currently available to management. Statements other than those of historical fact, as well as those identified by the words “anticipate,” “estimate,” “intend,” “plan,” “expect,” “believe,” “may,” “will,” “should,” "would," "could," "continue," "forecast," and any variation of the foregoing and similar expressions are forward-looking statements. Although the Company believes that the expectations reflected in any such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Any such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, the Company’s actual financial results, performance or financial condition may vary materially from those anticipated, estimated or expected. Therefore, you should not rely on any of these forward-looking statements. The Company does not undertake any obligation to update any forward-looking statements it makes, except as required by law.