UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Amendment
No. )
(Rule
14a-101)
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |
☒ |
|
|
Filed by a Party other than the Registrant |
☐ |
Check
the appropriate box:
☐ | Preliminary
Proxy Statement |
☐ | Confidential,
for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive
Proxy Statement |
☒ | Definitive
Additional Materials |
☐ | Soliciting
Material Pursuant to §240.14a-12 |
CLOVER
LEAF CAPITAL CORP.
(Name
of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
☐ | Fee
paid previously with preliminary materials. |
☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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 13, 2023
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 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
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(IRS Employer
Identification No.) |
1450 Brickell Avenue,
Suite 1420
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 |
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The Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 per share |
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CLOE |
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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 |
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CLOER |
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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 8.01 Other Events.
Supplement to the Definitive Proxy Statement
On July 7, 2023, Clover Leaf Capital Corp. (the
“Company”) filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies
in connection with a special meeting of the Company’s stockholders to be held on July 19, 2023 (the “Special Meeting”)
to consider and vote on, among other proposals, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation
to extend the period by which the Company is required to consummate its initial business combination (the “Extension Amendment Proposal”).
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT
OF
CLOVER LEAF CAPITAL CORP.
Dated July 7, 2023
The Company is providing additional information
to its stockholders, as described in this supplement to the Definitive Proxy Statement filed with the United States Securities and Exchange
Commission on July 7, 2023, in connection with the Special Meeting to be held on July 19, 2023. These disclosures should be read in connection
with the Definitive Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs
from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement
the information in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive
Proxy Statement. The Company makes the following supplemental disclosures.
Terms used herein, unless otherwise defined, have the meanings set
forth in the Definitive Proxy Statement.
1% Excise Tax
Notwithstanding any statements to the contrary
in the Definitive Proxy Statement, the Company will not use, now or in the future, any funds in the Trust Account, including any
interest thereon, to pay for any excise tax imposed under the Inflation Reduction Act of 2022.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events involving, or future performance of, the Company. In some cases, you can
identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”,
“might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results
to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Certain risks
and uncertainties are set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the Company’s annual report on Form 10-K dated April 14, 2023, relating to certain risks and uncertainties
indicated from time to time in the definitive proxy statement to be delivered to the Company’s stockholders, including those set
forth under “Risk Factors” therein, and other documents filed to be filed with the U.S. Securities and Exchange Commission
(“SEC”) by the Company.
Additional Information and Where to Find It
The Company has filed with the SEC a definitive
proxy statement (the “Definitive Proxy Statement”) in connection with the Special Meeting and, beginning on July 7,
2023, mailed the Definitive Proxy Statement and other relevant documents to its stockholders as of the June 23, 2023 record date
for the Special Meeting. The Company’s stockholders and other interested persons are advised to read the Definitive Proxy Statement
and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies
for the Special Meeting because these documents will contain important information about the Company, the Special Meeting, and related
matters. Stockholders may also obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov.
Participants in the Solicitation
The Company and its directors and executive officers may be considered
participants in the solicitation of proxies from the Company’s stockholders in connection with the Special Meeting. Additional information
regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set
forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.
SIGNATURES
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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Date: July 13, 2023 |
By: |
/s/ Felipe MacLean |
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Name: |
Felipe MacLean |
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Title: |
Chief Executive Officer |
2
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