Correspondence 0001213900-25-021163 from Clean Energy Special Situations Corp. (CIK 0001838000)
Clean Energy Special Situations Corp. (CIK 0001838000)
Date: March 6, 2025 · CIK: 0001838000 · Accession: 0001213900-25-021163
AI Filing Summary & Sentiment
File numbers found in text: 001-40757
Referenced dates: March 5, 2025
Letter
Clean Energy Special Situations Corp.
12600 Hill County Blvd.
Suite R-275
Austin, Texas 78738
March 6, 2025
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacie Gorman and Dorrie Yale
Re: Clean Energy Special Situations Corp.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed March 3, 2025
File No. 001-40757
Ladies and Gentlemen:
We hereby submit the responses of Clean Energy Special Situations Corp. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 5, 2025, providing the Staff’s comments with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (as amended, the “Proxy Statement”).
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Risk Factors
We have failed to timely file certain periodic reports ..., page 6
1. We acknowledge your revised disclosures in response to prior comment 1. We note your revised disclosure indicates that you need to obtain "additional funding, including potential loans from [your] Sponsor, to complete the preparation and filing of [your Exchange Act] reports." Please expand your disclosure to discuss whether there is also a risk that you will not be able to file your Exchange Act reports in 2025, and any effect the lack of these Exchange Act reports from 2024 and, to the extent applicable, 2025, may have on your ability to complete an initial business combination.
Response: We have revised the risk factor as follows in response to the Staff’s comment:
“We have failed to timely file certain periodic reports with the SEC. Our failure to timely file required reports may adversely impact our ability to complete a business combination and could result in SEC enforcement actions or stockholder lawsuits.
We have not filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, nor have we filed any Quarterly Reports on Form 10-Q during 2024. Additionally, we did not file Forms 12b-25 regarding the late filings of any Form 10-Qs in 2024. As a result, we are currently not in compliance with our SEC periodic reporting requirements under Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The primary reason for our failure to file these reports is due to a lack of funding. We will require additional funding, including potential loans from the Sponsor, to complete the preparation and filing of these delinquent reports. Although we are in discussions with the Sponsor and certain third-parties to obtain financing, there is no assurance that we will be able to secure such financing on acceptable terms or at all. If we do not obtain additional funding, we will not be able to file our delinquent 2024 reports and we will also not be able to file our periodic reports in 2025. We do not anticipate filing any periodic reports in 2025 until we obtain additional funding and file all delinquent reports for 2024.
We do not believe that we will be able to complete an initial business combination until all delinquent reports are filed, as we anticipate that any potential business combination targets will require us to be in compliance with our reporting obligations under the Exchange Act. Accordingly, we believe that completing these delinquent filings will delay the closing of an initial business combination, thereby increasing the risk of liquidation and the return of funds held in our trust account to public stockholders.
Our failure to timely file periodic reports with the SEC could also subject us to enforcement action by the SEC and stockholder lawsuits and could eventually result in the revocation or suspension of the registration of our securities under the Exchange Act and/or regulatory sanctions from the SEC, any of which could have a material adverse impact on our operations and your investment in our common stock. Additionally, our failure to file our periodic reports has resulted in investors not receiving adequate information regarding the Company with which to make investment decisions. As a result, investors may not have access to current or timely financial information about the Company.”
If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (240) 453-6339 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).
Sincerely,
Clean Energy Special Situations Corp.
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Clean Energy Special Situations Corp.
12600 Hill County Blvd.
Suite R-275
Austin, Texas 78738
March 6, 2025
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Stacie Gorman and Dorrie Yale
Re: Clean Energy Special Situations Corp.
Amendment No. 1 to Preliminary Proxy Statement on
Schedule 14A
Filed March 3, 2025
File No. 001-40757
Ladies and Gentlemen:
We hereby submit the responses of Clean Energy
Special Situations Corp. (the “Company”) to the comments of the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated March 5, 2025, providing
the Staff’s comments with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (as amended, the “Proxy
Statement”).
For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated
basis.
Amendment No. 1 to Preliminary Proxy Statement
on Schedule 14A
Risk Factors
We have failed to timely file certain periodic
reports ..., page 6
1. We acknowledge your revised disclosures in response to prior comment 1. We note
your revised disclosure indicates that you need to obtain "additional funding, including potential loans from [your] Sponsor, to
complete the preparation and filing of [your Exchange Act] reports." Please expand your disclosure to discuss whether there is also
a risk that you will not be able to file your Exchange Act reports in 2025, and any effect the lack of these Exchange Act reports from
2024 and, to the extent applicable, 2025, may have on your ability to complete an initial business combination.
Response: We have revised
the risk factor as follows in response to the Staff’s comment:
“We have failed to timely
file certain periodic reports with the SEC. Our failure to timely file required reports may adversely impact our ability to complete a
business combination and could result in SEC enforcement actions or stockholder lawsuits.
We have not filed our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, nor have we filed any Quarterly Reports on Form 10-Q during 2024. Additionally,
we did not file Forms 12b-25 regarding the late filings of any Form 10-Qs in 2024. As a result, we are currently not in compliance with
our SEC periodic reporting requirements under Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The primary reason for our failure
to file these reports is due to a lack of funding. We will require additional funding, including potential loans from the Sponsor, to
complete the preparation and filing of these delinquent reports. Although we are in discussions with the Sponsor and certain third-parties
to obtain financing, there is no assurance that we will be able to secure such financing on acceptable terms or at all. If we do not obtain
additional funding, we will not be able to file our delinquent 2024 reports and we will also not be able to file our periodic reports
in 2025. We do not anticipate filing any periodic reports in 2025 until we obtain additional funding and file all delinquent reports for
2024.
We do not believe that we will be
able to complete an initial business combination until all delinquent reports are filed, as we anticipate that any potential business
combination targets will require us to be in compliance with our reporting obligations under the Exchange Act. Accordingly, we believe
that completing these delinquent filings will delay the closing of an initial business combination, thereby increasing the risk of liquidation
and the return of funds held in our trust account to public stockholders.
Our failure to timely file periodic
reports with the SEC could also subject us to enforcement action by the SEC and stockholder lawsuits and could eventually result in the
revocation or suspension of the registration of our securities under the Exchange Act and/or regulatory sanctions from the SEC, any of
which could have a material adverse impact on our operations and your investment in our common stock. Additionally, our failure to file
our periodic reports has resulted in investors not receiving adequate information regarding the Company with which to make investment
decisions. As a result, investors may not have access to current or timely financial information about the Company.”
If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (240) 453-6339 or Louis
A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).
Sincerely,
Clean Energy Special Situations Corp.
By:
/s/ Raghu Kilambi
Raghu Kilambi
Chief Executive Officer
cc: Louis A. Bevilacqua, Esq.