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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): November 24,
2023
CLEAN EARTH ACQUISITIONS
CORP.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-1883984 |
|
87-1431377 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12600 Hill Country Blvd., Building R, Suite 275
Bee
Cave, Texas 78738
(Address of principal executive offices, including zip code)
(800) 508-1531
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:
¨ |
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, one right, and one-half of one redeemable warrant |
|
CLINU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A common stock included as part of the units, par value $0.0001 per share |
|
CLIN |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A common stock |
|
CLINR |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
CLINW |
|
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 x
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 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 5.07 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The disclosure contained in Item 5.07 of this Current
Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 24, 2023, the Company held a special
meeting of stockholders (the “Special Meeting”), at which holders of 13,076,044 shares, composed of 5,409,377 Class
A common stock, par value $0.0001 per share (“Class A Common Stock”), and 7,666,667 Class B common stock, par value
$0.0001 per share (the “Class B Common Stock” together with the Class A Common Stock, the “Common Stock”),
were present in person or by proxy, representing approximately 78.28% of the voting power of the 16,704,230 issued and outstanding Common
Stock (“Outstanding Shares”) entitled to vote at the Special Meeting as of the close of business on November 2, 2023,
which was the record date for the Special Meeting.
In connection with the Special Meeting, stockholders
properly elected to redeem an aggregate of 5,351,009 Class A Common Stock at a redemption price of approximately $10.62 per share (the
“Redemption”), for an aggregate redemption amount of approximately $56,808,987. Following the Redemption, approximately
$29,689,612 will remain in the Company’s trust account (the “Trust Account”), not including any Extension Payments,
as described below.
At the Special Meeting, the Company’s stockholders
approved the proposal (the “Extension Amendment Proposal”) to amend the Company’s second amended and restated
certificate of incorporation (the “Charter”) to give the Company the right to extend the date by which it has to consummate
a business combination (the “Extension”), from November 28, 2023 (the “Termination Date”) to May
28, 2024, (the “Extended Date”).
The following is a tabulation of the votes with
respect to the Extension Amendment Proposal, which was approved by the Company’s stockholders:
Common Stock
Votes For |
|
Common Stock
Votes Against |
|
Common Stock
Abstentions |
13,076,044 |
|
0 |
|
0 |
As a result of the approval of the Extension Amendment
Proposal, the Company’s sponsor (the “Sponsor”) exercised the Extension and agreed that for each month following
the Termination Date, or pro rata portion thereof if less than a month, until the earlier of (i) the date of the special meeting held
in connection with the stockholder vote to approve an initial business combination and (ii) May 28, 2024 (or any earlier date of termination,
dissolution or winding up of the Company in accordance with its governing documents), the Sponsor will deposit, on or before the 28th
day of each such month, $78,303.51 (each such deposit, an “Extension Payment”), which is equal to the lesser of (i)
$120,000 and (ii) $0.028 for each Public Share that was not redeemed in connection with the Extension Amendment Proposal, into the Trust
Account for the aggregate benefit of holders of the Company’s Public Shares that were not redeemed, in exchange for a non-interest
bearing, unsecured promissory note payable upon consummation of the Company’s initial business combination. The Sponsor will not
be repaid in the event that the Company is unable to consummate an initial business combination, unless there are funds available outside
the Trust Account to do so.
On November 27, 2023, the Company filed a Certificate
of Amendment of the Charter with the Secretary of State of the State of Delaware (the “Charter Amendment”) to reflect
the Extension Amendment Proposal . The foregoing description of the Charter Amendment is qualified in its entirety by reference to the
full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
|
Clean Earth Acquisitions Corp. |
|
|
|
|
By: |
/s/ Aaron T. Ratner |
|
|
Name: |
Aaron T. Ratner |
|
|
Title: |
Chief Executive Officer |
|
|
|
Dated: November 28, 2023 |
|
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLEAN
EARTH ACQUISITIONS CORP.
Clean Earth Acquisitions
Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
1. | The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended by that certain Certificate of Amendment
of the Second Amended and Restated Certificate of Incorporation of the Corporation, dated May 25, 2023 and filed with the Secretary
of State of the State of Delaware on May 26, 2023 (as so amended, the “Charter”) is hereby amended by deleting
Section 9.1(b) thereof in its entirety and inserting the following in lieu thereof: |
“(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) and certain other amounts specified in the
Corporation’s registration statement on Form S-1, initially filed with the U.S. Securities and Exchange Commission (the
“SEC”) on November 18, 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. 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 within 21 months (or up to 27 months if the Company extends the period of time to consummate an initial
Business Combination) from the closing of the Offering and (iii) the redemption of shares in connection with a vote seeking to
amend such provisions of this Amended and Restated Certificate 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.”
2. | The Charter is hereby further amended by deleting Section 9.2(d) thereof in its entirety and inserting the following in
lieu thereof: |
“(d) In the event that the
Corporation has not consummated an initial Business Combination within 21 months from the closing of the Offering, the Board may
extend the period of time to consummate an initial Business Combination by an additional six months (the
“Extension”), for a total of up to 27 months from the closing of the Offering or May 28, 2024 ( the
“Extended Date”); provided that the Sponsor (or its affiliates or designees) has provided to the
Corporation a notice of such Extension no later than two business days prior to November 28, 2023. In the event that the
Corporation does not consummate a Business Combination by the later of (A) November 28, 2023 or (B) if the Extension
is exercised, the Extended Date, the Corporation shall (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds
therefor, redeem 100% of the Offering Shares in consideration of a per- share price, payable in cash, equal to the quotient obtained
by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of
interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will
completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of
the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the
Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
3. | The Charter is hereby further amended by deleting Section 9.7 thereof in its entirety and inserting the following in lieu thereof: |
“Additional Redemption Rights.
If, in accordance with Section 9.1(a), any amendment is made to this Amended and Restated Certificate (a) to modify
the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated
an initial Business Combination within 21 months (or up to 27 months if the Company extends the period of time to consummate an initial
Business Combination) from the date of the closing of the Offering or (b) with respect to any other material provisions of this
Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity, the Public Stockholders
shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of
then outstanding Offering Shares; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged,
if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.
4. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL. |
[Remainder of page intentionally
left blank]
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 27th day of November, 2023.
|
Clean Earth Acquisitions Corp. |
|
|
|
|
|
By: |
/s/ Aaron T. Ratner |
|
|
Name: |
Aaron T. Ratner |
|
|
Title: |
Chief Executive Officer |
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|
Entity Registrant Name |
CLEAN EARTH ACQUISITIONS
CORP.
|
Entity Central Index Key |
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|
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|
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|
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