CLOEU Clover Leaf Capital Corporation

 

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): July 19, 2023

 

 

Clover Leaf Capital Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-40625		85-2303279
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1450 Brickell Avenue, Suite 2520

Miami, FL 33131

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (305) 577-0031

 

(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:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value 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		CLOEU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		CLOE		The Nasdaq Stock Market LLC
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		CLOER		The Nasdaq Stock Market LLC

 

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 3.02 Unregistered Sales of Equity Securities.

 

On July 20, 2023, Clover Leaf Capital Corp. (the “Company”) issued an aggregate of 3,457,806 shares of its Class A common stock to the Sponsor upon the conversion (“Conversion”) of an equal number of shares of Class B common stock of the Company held by the Sponsor. The 3,457,806 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination (the “Initial Business Combination”) as described in the prospectus for the Company’s initial public offering. Following the Conversion, there were 5,898,869 shares of Class A common stock issued and outstanding and 1 share of Class B common stock issued and outstanding. As a result of the Conversion, the Sponsor holds approximately 68.3% of the Company’s issued and outstanding Class A common stock.

 

The shares of Class A common stock issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 19, 2023, the Company held a special meeting of stockholders in lieu of an annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s board of directors (the “Extension”).

 

On July 20, 2023 the Company filed the Extension Amendment with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from July 22, 2023 to January 22, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”).

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The number of shares of common stock entitled to vote at the Meeting was 5,898,870 shares outstanding as of the record date (the “Voting Stock”).

 

The number of shares of Voting Stock present or represented by valid proxy at the Meeting was 5,759,734 shares. At the Meeting, the Company’s stockholders (i) approved the Extension Amendment (the “Extension Amendment Proposal”), (ii) approved an amendment to the Company’s amended and restated certificate of incorporation to provide for the elective right of holders of shares of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis at any time prior to the closing of a business combination (the “Conversion Amendment Proposal”), and (iii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (the “Auditor Ratification Proposal”). The following is a tabulation of the voting on the proposals presented at the Meeting:

 

Proposal No. 1 – Extension Amendment

 

For		Against		Abstain		Broker Non-Votes
5,759,461		273		-		-

 

Proposal No. 2 – Conversion Amendment

 

For		Against		Abstain		Broker Non-Votes
3,457,807		-		-		-

 

Proposal No. 3 – Auditor Ratification

 

For		Against		Abstain		Broker Non-Votes
5,759,461		273		-		-

 

A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve the Extension Amendment Proposal, Conversion Amendment Proposal, and the Auditor Ratification Proposal.

 

In connection with the Meeting, stockholders holding 376,002 shares of the Company’s Class A common stock issued in the Company’s initial public offering exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, approximately $4,209,931.03 (approximately $11.20 per share after removal of interest to pay taxes) will be removed from the Company’s trust account to pay such holders, resulting in approximately $14,008,650.13 remaining in the trust account.

 

In connection with the Extension, the Company will cause up to $360,000 to be deposited into the trust account in installments of $60,000 per month, which equates to approximately $0.048 per remaining Public Share, for each calendar month or portion thereof (commencing on July 22, 2023 and on the 22^nd of each subsequent month) until January 22, 2024, that the Company needs to complete an Initial Business Combination, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination. As of July 21, 2023, an aggregate of $60,000 had been deposited into trust to support the Extension.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)	Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit No.		Description of Exhibits
3.1		Second Amendment to Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	Clover Leaf Capital Corp.
Dated: July 21, 2023	By:	/s/ Felipe MacLean
	Name:	Felipe MacLean
	Title:	Chief Executive Officer

 

 

3

 

Exhibit 3.1

 

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLOVER LEAF CAPITAL CORP.

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

CLOVER LEAF CAPITAL CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The name of the Corporation is Clover Leaf Capital Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 25, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 19, 2021 (the “Amended and Restated Certificate of Incorporation”). A First Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 20, 2022.

 

2.

This Second Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

3.

This Second Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 50% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

4.

The text of Section 4.3(b)(i) of Article IV is hereby amended and restated to read in full as follows:

 

Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) (A) at any time at the election of each holder of such shares of Class B Common Stock and (B) automatically upon the closing of the business combination.

 

5.

The text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:

 

(b)

Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option, if any) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the SEC on April 7, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial business combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial business combination by January 22, 2024 or such earlier date as may be determined by the Company’s board of directors, (or, if the Office of the Delaware Division of Corporations shall not be open for a full business day (including filing of corporate documents) on such date, the next date upon which the Office of the Delaware Division of Corporations shall be open for a full business day) (the “Deadline Date”) and (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial business combination or to redeem 100% of such shares if the Corporation has not consummated an initial business combination by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

 

IN WITNESS WHEREOF, Clover Leaf Capital Corp. has caused this Second Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 20th day of July, 2023.

 

	CLOVER LEAF CAPITAL CORP.
	By:	/s/ Felipe MacLean
	Name:	Felipe MacLean
	Title:	Chairman and Chief Executive Officer

 

 

 

 

v3.23.2

Cover	Jul. 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40625
Entity Registrant Name	Clover Leaf Capital Corp.
Entity Central Index Key	0001849058
Entity Tax Identification Number	85-2303279
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1450 Brickell Avenue
Entity Address, Address Line Two	Suite 2520
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	305
Local Phone Number	577-0031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock, $0.0001 par value 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
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value
Trading Symbol	CLOEU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CLOE
Security Exchange Name	NASDAQ
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
Title of 12(b) Security	Rights, every eight (8) rights entitles the holder to receive one share of Class A Common Stock
Trading Symbol	CLOER
Security Exchange Name	NASDAQ

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