UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 28th day of August, 2023.
| /s/ Raghu Kilambi | |
| Raghu Kilambi Chief Executive Officer |
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