Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2023 - 3:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check
One) |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐
Form N-CSR |
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For Period Ended: December
31, 2022 |
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☐ Transition Report
on Form 10-K |
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☐ Transition Report
on Form 20-F |
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☐ Transition Report
on Form 11-K |
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☐ Transition Report
on Form 10-Q |
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For the Transition Period
Ended:
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Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: |
Clover Leaf Capital Corp. |
Former Name if Applicable: |
N/A |
Address of Principal Executive Office (Street and Number): |
c/o Yntegra Capital Investments, LLC
1450 Brickell Avenue, Suite 2520 |
City, State and Zip Code: |
Miami, FL 33131 |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file its
Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) within the prescribed time period without unreasonable effort
or expense because the Registrant is still in the process of compiling the required information to complete its financial statements for
the period ended December 31, 2022 to be included in the Form 10-K. The Registrant anticipates that it will file its Form 10-K within
the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification:
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577-0031 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☒Yes ☐
No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
For the year ended December 31, 2022,
the Registrant had a net loss of $14,151, which consisted of formation and operating costs of $1,350,428 and provision for income taxes
of $200,611, offset by interest earned on investments held in trust account of $1,195,135, interest earned on cash held in bank of $69
and recovery of previously incurred costs of $341,684.
For the period from February 25, 2021
(inception) to December 31, 2021, the Registrant had a net loss of $834,087, which consisted of $851,777 in formation and operating costs,
offset by interest earned on investments held in trust account of $17,690.
The amounts reported above are still
under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported
in the Form 10-K to be filed by the Registrant.
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Clover Leaf Capital Corp. |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: |
March
31, 2023 |
| By |
/s/
Felipe MacLean |
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Felipe MacLean |
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Chief
Executive Officer |
3
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