Notification That Annual Report Will Be Submitted Late (nt 10-k)
01 April 2022 - 8:05AM
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
For Period Ended: December 31, 2021
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-K
For the Transition Period Ended: _____________________________________
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)
|
(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
☒ |
(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 |
|
(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.
Clover Leaf Capital Corp. (the “Registrant”) has elected not to file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Form 10-K”) and is filing a Form 12b-25 for a 15 day extension deemed necessary for the following
reason: The Registrant is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 by the prescribed
due date without unreasonable effort and expenses because the Registrant requires additional time to complete certain items with respect
to the financial statements to be included in the Form 10-K. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as
amended, the Registrant anticipates that it will file its Form 10-K as soon as practicable and no later than the fifteenth calendar day
following the prescribed due date.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification:
Clover Leaf Capital
Corp. |
|
(305) |
|
577-0031 |
(Name) |
|
(Area Code) |
|
(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.
|
Clover Leaf Capital Corp. |
|
|
(Name of Registrant as Specified in Charter) |
|
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: March 31, 2022 |
By: |
/s/ Felipe MacLean |
|
|
Felipe MacLean |
|
|
Chief Executive Officer |
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