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.
On August 23, 2023, Clean Energy Special Situations Corp. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued listing standards because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Quarterly Report”).
Under Nasdaq rules, the Company now has 60 calendar days (or until October 23, 2023) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180 day period would end on February 12, 2024, to regain compliance. The Company can regain compliance with Nasdaq’s continued listing standards at any time before such dates by filing the Quarterly Report with the SEC and any other subsequent reports that are required to be filed during the cure period.
This notification has no immediate effect on the listing of the Company’s securities on Nasdaq. There can be no assurance, however, that the Company will be able to regain compliance with the listing standards discussed above.
The Company issued a press release announcing the foregoing, which press release is attached to this Current Report on Form 8-K as exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
Exhibit | Description | |
99.1 | Press release. | |
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.
Dated: August 30, 2023 | CLEAN ENERGY SPECIAL SITUATIONS CORP. | |
By: |
/s/ Raghunath Kilambi | |
Raghunath Kilambi | ||
Chief Executive Officer |
Exhibit 99.1
Clean Energy Special Situations Corp. Receives Notice from Nasdaq Regarding Late Form 10-Q Filing
New York, New York, August 30, 2023 (GLOBE NEWSWIRE) – Clean Energy Special Situations Corp. (Nasdaq: SWSS) (the “Company”) announced today that the Nasdaq Stock Market LLC (“Nasdaq”), by letter dated August 23, 2023 (the “Notice”), notified the Company that it was not in compliance with Nasdaq’s continued listing standards because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Quarterly Report”).
As reported in the Form 12b-25 filed by the Company with the Securities and Exchange Commission on August 10, 2023, the Company is still in the process of compiling required information to complete the Quarterly Report. As a result, the Company required additional time to compile and verify the data required to be included in the Quarterly Report.
Under Nasdaq rules, the Company now has 60 calendar days (or until October 23, 2023) to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s original due date, which 180 day period would end on February 12, 2024, to regain compliance. The Company can regain compliance with Nasdaq’s continued listing standards at any time before such dates by filing the Quarterly Report with the SEC and any other subsequent reports that are required to be filed during the cure period.
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
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