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 the report (Date of earliest event reported): April 13, 2022
Clean Earth Acquisitions Corp.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-1883984 | 87-1431377 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Incorporation) | | |
12600 Hill Country Blvd, Building R, Suite 275 Bee Cave, Texas | 78738 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (800) 508-1531
N/A
(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
Symbols | Name of each exchange
on which registered |
| Units, each consisting of one share of Class A common stock, $0.0001 par value per share, one right and one-half of one redeemable warrant | CLINU | The Nasdaq Stock Market LLC |
| Class A common stock included as part of the units, par value $0.0001 per share | CLIN | The Nasdaq Stock Market LLC |
| Rights included as part of the units to acquire one-tenth (1/10) of one share of Class A common stock | CLINR | The Nasdaq Stock Market LLC |
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | CLINW | 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 x
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. ☐
On April 13, 2022, Clean Earth Acquisitions Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), the rights (the “Rights”) and warrants (the “Warrants”) included in the Units commencing on or about April 18, 2022. Each Unit consists of one share of Class A Common Stock, one Right to receive one-tenth of one share of Class A Common Stock, for no additional consideration, upon the consummation of an initial business combination and one-half of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on the Nasdaq Global Market (the “Nasdaq”) under the symbol “CLINU”, and the Class A Common Stock, Rights and Warrants will separately trade on the Nasdaq under the symbols “CLIN,” “CLINR” and “CLINW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock, Rights and Warrants.
| Item 9.01. | Financial Statements and Exhibits. |
EXHIBIT INDEX
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.
| | | CLEAN EARTH ACQUISITIONS CORP. |
| | | | |
| Date: | April 13, 2022 | By: | /s/ Aaron T. Ratner |
| | | Name: | Aaron T. Ratner |
| | | Title: | Chief Executive Officer |
