CLOEU Clover Leaf Capital Corporation (PK)

 

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 21, 2024

 

Clover Leaf Capital Corp.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-40625		85-2303279
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1450 Brickell Avenue, Suite 1420 Miami, FL		33131
(Address of Principal Executive Offices)		(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))

 

☐	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 per share, 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 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 21, 2024, Clover Leaf Capital Corp. (the “Company”) held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Extension Amendment Proposal (as defined below) to amend the Company’s amended and restated certificate of incorporation, as previously amended on October 20, 2022, July 20, 2023, January 22, 2024 and July 22, 2024 (the “Charter” and such new amendment, the “Fifth Extension Amendment”), was approved. Under Delaware law, the Fifth Extension Amendment took effect upon the filing of the Fifth Extension Amendment with the Secretary of State of the State of Delaware on October 21, 2024. The terms of the Fifth Extension Amendment are set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 10, 2024.

 

The foregoing description is qualified in its entirety by reference to the Fifth 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.

 

At the Meeting, the Company’s stockholders were presented with a proposal to extend the date by which the Company must consummate an initial business combination from October 22, 2024 to October 22, 2025, or such earlier date as determined by the Company’s board of directors (the “Board”), by amending the Charter (the “Extension Amendment Proposal”).

 

Set forth below are the final voting results for the Extension Amendment Proposal. Pursuant to the Charter, the approval of the Extension Amendment Proposal required the affirmative vote of holders of at least 50% of the Company’s outstanding shares of common stock (the “Common Stock”) as of October 4, 2024, the record date for the Meeting.

  

The Extension Amendment Proposal was approved with the following vote from the holders of Common Stock:

 

For		Against		Abstentions
4,031,845		0		0

 

A proposal (i) to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board determined it was otherwise necessary, was not presented because there were enough votes to approve the Extension Amendment Proposal. 

 

In connection with the vote to approve the Extension Amendment Proposal, stockholders of 247 shares of the Company’s Class A common stock, par value $0.0001 per share, included as part of the units sold in the Company’s initial public offering  (the shares included in such units, “Public Shares”) properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $12.59 per share, for an aggregate redemption amount of approximately $3,110.78 (the “Extension Redemptions”). Following the Extension Redemptions, the Company will have 692,684 Public Shares issued and outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description of Exhibits
3.1		Fifth Amendment to the Amended and Restated Certificate of Incorporation of the Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: October 23, 2024

 

	CLOVER LEAF CAPITAL CORP.
	By:	/s/ Felipe MacLean
	Name:	Felipe MacLean
	Title:	Chief Executive Officer

 

 

Exhibit 3.1

 

FIFTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLOVER LEAF CAPITAL CORP.

Pursuant to Section 242 of the
Delaware General Corporation Law

CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

1.

The name of the Corporation is Clover Leaf Capital Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 25, 2021. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 19, 2021 (the “Amended and Restated Certificate of Incorporation”, as amended by the First Amendment (as defined below), the Second Amendment (as defined below), the Third Amendment (as defined below) and the Fourth Amendment (as defined below)). A First Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 20, 2022 (the “First Amendment”). A Second Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 20, 2023 (the “Second Amendment”). A Third Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on January 22, 2024 (the “Third Amendment”). A Fourth Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 22, 2024 (the “Fourth Amendment”).

 

2.

This Fifth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation, as amended to date.

 

3.

This Fifth Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 50% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware

 

4.

The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option, if any) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the SEC on April 7, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial business combination by October 22, 2025 or such earlier date as may be determined by the Company’s board of directors, (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open for a full business day) (the “Deadline Date”) and (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial business combination or to redeem 100% of such shares if the Corporation has not consummated an initial business combination by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

IN WITNESS WHEREOF, Clover Leaf Capital Corp. has caused this Fifth Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 21^st day of October, 2024.

CLOVER LEAF CAPITAL CORP.
By:	/s/ Felipe MacLean
Name:	Felipe MacLean
Title:	Chairman and Chief Executive Officer

 

v3.24.3

Cover	Oct. 21, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 21, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40625
Entity Registrant Name	Clover Leaf Capital Corp.
Entity Central Index Key	0001849058
Entity Tax Identification Number	85-2303279
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1450 Brickell Avenue
Entity Address, Address Line Two	Suite 1420
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	(305)
Local Phone Number	577-0031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, 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
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one Right
Trading Symbol	CLOEU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CLOE
Security Exchange Name	NASDAQ
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
Title of 12(b) Security	Rights, every eight (8) rights entitles the holder to receive one share of Class A Common
Trading Symbol	CLOER
Security Exchange Name	NASDAQ

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