Current Report Filing (8-k)
September 08 2021 - 4:12PM
Edgar (US Regulatory)
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2021-09-08
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CLOEU:UnitsEachConsistingOfOneShareOfClassCommonStockAndOneRightToReceiveOneeighth18OfOneShareOfClassCommonStockUponConsummationOfInitialBusinessCombinationMember
2021-09-08
2021-09-08
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2021-09-08
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CLOEU:RightsEveryEight8RightsEntitlesHolderToReceiveOneShareOfClassCommonStockUponConsummationOfInitialBusinessCombinationMember
2021-09-08
2021-09-08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September
8, 2021
Clover Leaf Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware
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001-40625
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85-2303279
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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c/o Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (305) 577-0031
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units, each consisting of one share of Class A Common Stock and one Right to receive one-eighth (1/8) of one share of Class A Common Stock upon the consummation of an initial business combination
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CLOEU
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The Nasdaq Stock Market LLC
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Class A Common Stock, par value $0.0001 per share
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CLOE
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The Nasdaq Stock Market LLC
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Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock upon the consummation of an initial business combination
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CLOER
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
Separate Trading of Units, Class A
Common Stock and Redeemable Rights
On
September 8, 2021, Clover Leaf Capital Corp. (the “Company”) announced that, commencing on September 9, 2021, the holders
of the Company’s units issued in its initial public offering (the “Units”), each consisting of one share of Class
A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one right to receive one-eighth
of a share of Class A Common Stock upon the consummation of an initial business combination (“Right”), with every eight
(8) rights entitling the holder thereof to receive one share of Class A Common Stock at the closing of the Company’s initial business
combination, may elect to separately trade shares of Class A Common Stock and Rights included in the Units. No fractional Rights will
be issued upon separation of the Units and only whole Rights will trade. The Units not separated will continue to trade on the Nasdaq
Capital Market under the symbol “CLOEU.” Shares of Class A Common Stock and the Rights are expected to trade on the Nasdaq
Capital Market under the symbols “CLOE” and “CLOER,” respectively. Holders of Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’
Units into shares of Class A Common Stock and Rights.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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Clover Leaf Capital Corp.
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By:
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/s/ Felipe MacLean
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Name:
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Felipe MacLean
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Title:
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President and Chief Executive Officer
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Dated: September 8, 2021
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2
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