Current Report Filing (8-k)
July 19 2022 - 4:26PM
Edgar (US Regulatory)
0001849058
false
0001849058
2022-07-18
2022-07-18
0001849058
CLOE:UnitsEachConsistingOfOneShareOfClassCommonStock0.0001ParValueAndOneRightToReceiveOneeighth18OfOneShareOfClassCommonStockUponConsummationOfInitialBusinessCombinationMember
2022-07-18
2022-07-18
0001849058
CLOE:ClassCommonStockParValue0.0001PerShareMember
2022-07-18
2022-07-18
0001849058
CLOE:RightsEveryEight8RightsEntitlesHolderToReceiveOneShareOfClassCommonStockUponConsummationOfInitialBusinessCombinationMember
2022-07-18
2022-07-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July
18, 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
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 240.13(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 July 18, 2022, Clover Leaf
Capital Corp. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $1,383,123
(the “Extension Payment”) to Yntegra Capital Investments, LLC (the “Sponsor”) in connection with
the Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which
the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before October 22, 2022
(unless extended to April 22, 2023) or such later liquidation date as may be approved by the Company’s stockholders. At the election
of the Sponsor, up to $1,383,123 of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion
Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the Note being converted
divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.
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 is 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 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item
1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 8.01. Other Events.
On July 19, 2022, the Company
issued a press release announcing that the Sponsor had caused to be deposited an aggregate of $1,383,123 (representing $0.10 per public
share) (the “Extension Payment”) into the Company’s trust account for its public stockholders. This deposit enables
the Company to extend the date by which the Company has to complete its initial business combination from July 22, 2022 to October 22,
2022 (the “Extension”). The Extension is the first of three three-month extensions permitted under the Company’s
governing documents and provides the Company with additional time to complete its initial business combination.
A copy of the press release is attached hereto as Exhibit
99.1 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.
Dated: July 19, 2022 |
Clover Leaf Capital Corp. |
|
|
|
|
By: |
/s/ Felipe MacLean |
|
|
Name: |
Felipe MacLean |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
|
Clover Leaf Capital (NASDAQ:CLOEU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clover Leaf Capital (NASDAQ:CLOEU)
Historical Stock Chart
From Jul 2023 to Jul 2024