UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 23, 2024, Clean Energy Special Situations Corp. (the “Company”) received a notification letter (the “Notification 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 had not paid certain fees required by Listing Rule 5250(f). Additionally, the Staff noted that the Company had failed to file its Annual Report on Form 10-K for the period ended December 31, 2023 (the “2023 Form 10-K”), which serves as an additional and separate basis for delisting under Listing Rule 5810(d)(2). The Notification Letter further noted that if the Company did not elect to appeal the Staff’s determination to a Nasdaq Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, then 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 May 2, 2024 and that a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”) removing the Company’s securities, including the Common Stock, from listing and registration on Nasdaq (the “Delisting”).
The Company plans to timely request a hearing to appeal the Staff’s determination before a Nasdaq Hearings Panel, which will stay the suspension of the Company’s securities for 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 Nasdaq Hearings 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 Nasdaq Hearings Panel. There can be no assurance that the appeal will be successful.
Item 7.01 Regulation FD Disclosure.
On April 29, 2024, the Company issued a press release announcing the Notification Letter (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 SEC 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 April 29, 2024 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: April 29, 2024 | By: | /s/ Raghunath Kilambi |
| Raghunath Kilambi | ||
| Chief Executive Officer | ||
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