SWSSU Clean Energy Special Situations Corporation

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): August 28, 2023

 

CLEAN ENERGY SPECIAL SITUATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-40757		85-3501488
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

c/o Graubard Miller

405 Lexington Avenue, 44th Floor

New York, New York 10174

(Address of Principal Executive Offices) (Zip Code)

 

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

☐

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 common stock, $0.0001 par value, and one-half of one redeemable warrant		SWSSU		The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share		SWSS		The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share		SWSSW		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 5.07. Submission of Matters to a Vote of Security Holders.

 

As previously disclosed, on August 24, 2023, Clean Energy Special Situations Corp. (the “Company”) adjourned its special meeting of stockholders (the “Special Meeting”) scheduled for August 24, 2023 at 11:00 a.m. to August 28, 2023 at 11:00 a.m. On August 28, 2023, the Company held the Special Meeting. An aggregate of 6,562,361 shares of common stock of the Company (“Common Stock”), which represented a quorum of the outstanding Common Stock entitled to vote as of the record date of July 31, 2023, were represented in person or by proxy at the Meeting.

 

The Company’s stockholders voted on the following proposals at the Meeting, which were approved:

 

(1) Proposal No. 1 — The Extension Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate an initial business combination from August 28, 2023 to November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024), at the discretion of the Company’s board of directors, upon the payment of certain amounts (the “Extension”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

 

For		Against		Abstain		Broker Non-Votes
6,549,168		13,193		0		0

 

(2) Proposal No. 2 — The Director Election Proposal — a proposal to elect three members of the Company’s board of directors, two of whom to be elected as Class A directors, to hold office for a period of three years or until their respective successors are elected and qualified or such individuals’ earlier resignation or removal, and one of whom to be elected as a Class C director, to hold office for the following two years or until a successor is elected and qualified or such individual’s earlier resignation or removal. The following is a tabulation of the votes with respect to this proposal:

 

Director Nominee		For		Withheld		Broker Non-Votes
Alex Greystoke		6,049,168		513,193		0
Candice Beaumont		6,562,345		16		0
Nicholas Parker		6,562,345		16		0

 

As previously disclosed, the Company’s sponsor, officers, directors and their affiliates (the “Insiders”) agreed that if the Extension Amendment Proposal were to be approved and the Extension implemented, they or their affiliates would lend to the Company to be deposited into the Company’s trust account $0.075 per public share that was not redeemed in connection with the stockholder vote to approve the Extension for first three months of the Extension and then $0.025 per share for each additional month of the Extension needed to consummate an initial business combination through the Extended Date. If the Company completes an initial business combination, the Company will repay the Insiders for the amounts loaned without interest. If the Company does not complete a business combination, it will repay such amounts only from funds held outside of the trust account, if any.

 

In connection with the Special Meeting, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effectuate the Extension. A copy of the amendment is attached hereto as Exhibit 3.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit		Description
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

Dated: September 1, 2023

 

	CLEAN ENERGY SPECIAL SITUATIONS CORP.
	By:	/s/ Raghu Kilambi
	Name:	Raghu Kilambi
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLEAN ENERGY SPECIAL SITUATIONS CORP.

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

The undersigned, being a duly authorized officer of CLEAN ENERGY SPECIAL SITUATIONS CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

	1.	The name of the Corporation is Clean Energy Special Situations Corp.
	2.	The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 2, 2020 and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on August 25, 2021. Amendments to the Amended and Restated Certificate of Incorporation were filed in the office of the Secretary of State of the State of Delaware on February 28, 2023 and August 2, 2023.
	3	This Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation of the Corporation.
	4.	This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware.
	5.	Section A.3 of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows:
		3.	“Termination Date” means November 28, 2023; provided that such date may be extended six (6) times, at the discretion of the Corporation’s board of directors, for one (1) month each time by the Corporation upon the payment of $0.025 for each month extended.
	6.	Section J of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows:
			Prior to the consummation of a Business Combination, the Corporation may not issue any shares of Common Stock or any securities convertible into Common Stock which participate in or are otherwise entitled in any manner to any of the proceeds in the Trust Account or which vote as a class with the Common Stock on any matter.

 

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 28^th day of August, 2023.

	/s/ Raghu Kilambi
	Raghu Kilambi Chief Executive Officer

 

v3.23.2

Cover	Aug. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	001-40757
Entity Registrant Name	CLEAN ENERGY SPECIAL SITUATIONS CORP.
Entity Central Index Key	0001838000
Entity Tax Identification Number	85-3501488
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	c/o Graubard Miller
Entity Address, Address Line Two	405 Lexington Avenue
Entity Address, Address Line Three	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	(212)
Local Phone Number	818-8800
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
Entity Information, Former Legal or Registered Name	Not Applicable
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant
Trading Symbol	SWSSU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SWSS
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share
Trading Symbol	SWSSW
Security Exchange Name	NASDAQ

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