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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on November 29, 2023, the Clean Energy Special Situations Corp. (the “Company”) received a notification letter (the “Original Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued listing standards (the “Rules”), because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Q3 10-Q”). The Staff granted the Company an exception until February 12, 2024 to file the Q3 10-Q and regain compliance with the Rules (the “Exception”).
On February 14, 2024, the Company received a formal notice (the “Formal Notice”) from the Staff that, based upon the Company’s non-compliance with the Exception, the Company’s securities were subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Plan”). The Company plans to timely request a hearing before the Plan, which will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request. When the Company requests a hearing, it also plans on requesting a stay of the suspension, pending the hearing.
The Company is considering all options available to it to ensure compliance with all applicable criteria for continued listing on Nasdaq. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing or that the Company will evidence compliance within any extension period that may be granted by the Panel. There can be no assurance that the appeal will be successful.
Item 7.01 Regulation FD Disclosure.
On February 21, 2024, the Company issued a press release announcing the Formal Notice (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The information in this Form 8-K and the attached Press Release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in the Press Release and Form 8-K regarding our business strategy, plans, goal, and objectives are forward-looking statements. When used in the Press Release and this Form 8-K, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “plan,” “guidance,” “outlook,” “intent,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as to the date of this Form 8-K and the attached Press Release, respectively.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 21, 2024 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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 ENERGY SPECIAL SITUATIONS CORP. | ||
| Date: February 21, 2024 | By: | /s/ Raghunath Kilambi |
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Raghunath Kilambi Chief Executive Officer | ||
Exhibit 99.1
Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Suspension of Trading of Securities and Files for Hearing
New York, New York, February 21, 2024 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (the “Company”) announced that, on February 14, 2024, it received a formal notice (the “Formal Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued listing standards (the “Rules”), because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Q3 10-Q”) and failed to meet the terms of the exception granted by the Staff of Nasdaq (the “Staff”) to file the Q3 10-Q by February 12, 2024 (the “Exception”). The Formal Notice further stated that, unless the Company requested an appeal of this determination, trading of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) would be suspended at the opening of business on February 23, 2024 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”) which will remove the Company’s securities from listing and registration on Nasdaq.
The Company has requested today an appeal of the Staff’s determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Rules. A request for a hearing regarding a delinquent filing will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request. As a result, the Company will further request a stay of the suspension, pending the hearing. There can be no assurance that the Company will be able to successfully gain a stay of the suspension pending the results of the hearing, prevail at the hearing, or regain compliance with the Rules discussed above.
About Clean Energy Special Situations Corp.
Clean Energy Special Situations Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.
Contact Information:
Raghunath Kilambi
Chief Executive Officer
c/o Graubard Miller
(212) 818-8800