UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE ACT~~of OFReport ~~1934~~(Date of earliest event reported): February 14, 2024

~~Date~~Clean ofEnergy ~~Report~~Special Situations Corp. (~~Date~~Exact Name of ~~earliest~~ ~~event~~Registrant ~~reported): November~~as ~~29,~~Specified ~~2023~~in Charter)

CLEAN ENERGY SPECIAL SITUATIONS CORP.

Delaware

001-40757

85-3501488

(State or Other Jurisdiction

of Incorporation

(Commission

File Number)

(IRS Employer

Identification No.)

~~(Exact~~c/o ~~Name~~Graubard Miller 405 Lexington Avenue, 44th Floor New York, NY 10174 (Address of ~~Registrant as~~Principal ~~Specified~~Executive inOffices) ~~Charter~~(Zip Code)

Delaware		001-40757		85-3501488
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Registrant’s telephone number, including area code: (212) 818-8800

c/o Graubard Miller

405 Lexington Avenue, 44th Floor

New York, New York 10174

(Address of Principal Executive Offices) (Zip Code)

(212) 818-8800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instruction A.2. below):

☐¨ 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
Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant	SWSSU	~~SWSSU~~The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~
Common stock, par value $0.0001 per share	SWSS	~~SWSS~~The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share	SWSSW	~~SWSSW~~The Nasdaq Stock Market LLC	~~The Nasdaq Stock Market LLC~~

Indicate by ~~check~~checkmark ~~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 of Rule ~~12b~~12B-2 of the Securities Exchange ~~Act~~act of 1934 (§240.12b-2 of this chapter).

Emerging ~~growth~~Growth ~~company ☒~~Company x

If an emerging growth company, indicate by check mark if the ~~registrant~~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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On As previously disclosed, on November 29, 2023, the Clean Energy Special Situations Corp. (the “Company”) received a notification letter (the “Original Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq’s continued listing standards (the “Rules”), because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Q3 10-Q”). The Staff granted the Company an exception until February 12, 2024 to file the Q3 10-Q and regain compliance with the Rules (the “Exception”).

~~As the~~On ~~Company~~February ~~reported in its Current Report on Form 8-K filed with the SEC August 30~~14, ~~2023~~2024, the Company ~~previously~~ received ~~written~~a ~~notice~~formal notice (the “~~Initial~~Formal Notice”) from ~~Nasdaq~~the ~~indicating~~Staff that, based upon the Company’s ~~was not in~~ non-compliance with the ~~Rules because~~ Exception, the Company ~~did~~’s ~~not~~securities ~~timely~~were ~~file~~subject ~~its~~to ~~Quarterly~~delisting ~~Report~~unless onthe ~~Form~~Company ~~10-Q~~timely ~~for~~requests ~~the~~a ~~quarter~~hearing ~~ended~~before ~~June~~the ~~30,~~Nasdaq ~~2023~~Hearings Panel (the “~~Q2 10-Q~~Plan”). InThe ~~response~~ Company plans to ~~the~~timely ~~Initial~~request ~~Notice,~~a ~~the~~hearing ~~Company~~before ~~timely~~the ~~submitted~~Plan, awhich ~~plan~~will tostay ~~regain~~the ~~compliance~~suspension ~~with~~of the Company’s ~~Rules~~securities ~~with~~only ~~respect~~for toa ~~the~~period Q2of ~~10-Q,~~15 ~~which~~days ~~plan was~~from ~~approved~~the bydate ~~Nasdaq.~~of Asthe arequest. ~~result,~~When the Company ~~has~~requests ~~until~~a ~~February 12~~hearing, ~~2024~~it toalso ~~file~~plans on ~~the~~requesting Q2a ~~10-Q~~stay ~~and~~of ~~regain~~the ~~compliance~~suspension, ~~with~~pending the ~~Rules~~hearing.

~~Pursuant to~~The ~~the~~Company ~~Letter,~~is ~~the~~considering ~~Company~~all isoptions ~~required~~available to it ~~submit~~to anensure ~~update~~compliance towith ~~the~~all ~~plan~~applicable ~~that~~criteria ~~was~~for ~~submitted~~continued inlisting ~~response~~on toNasdaq. ~~the~~There ~~Initial~~can ~~Notice,~~be tono ~~account for~~assurance, ~~regaining~~however, ~~compliance~~that ~~with~~the ~~respect~~Panel will togrant the Q3Company’s ~~10-Q~~request ~~and~~for ~~indicate~~continued ~~the~~listing ~~progress~~or that the Company ~~has~~will ~~made~~evidence ~~towards~~compliance ~~filing~~within ~~the~~any Q2extension ~~10-Q.~~period that ~~The~~may ~~update to~~be granted by the ~~plan~~Panel. ~~must~~There can be ~~submitted~~no toassurance ~~Nasdaq~~that bythe ~~December~~appeal ~~13,~~will ~~2023~~be successful.

~~If Nasdaq~~Item ~~accepts the updated plan, the Company would have until February 12, 2024 to regain compliance with the Rules with respect to both the Q2 10-Q and Q3 10-Q~~7.01 ~~The~~Regulation ~~Company~~FD ~~can regain compliance at any time by filing such reports and any other subsequent reports required to be filed in the interim~~Disclosure.

~~The Letter~~On ~~has~~February no21, ~~immediate~~2024, ~~effect on~~ the ~~listing~~Company ofissued ~~the~~a ~~Company’s~~press ~~securities~~release announcing onthe ~~Nasdaq.~~Formal ~~There~~Notice ~~can~~(the be“Press noRelease”). ~~assurance,~~A ~~however,~~copy ~~that~~of the ~~Company~~ ~~will~~Press beRelease ~~able~~is toattached ~~regain~~hereto ~~compliance~~as ~~with~~Exhibit ~~the~~99.1 ~~Rules~~and ~~discussed~~is incorporated ~~above~~herein by reference.

The information contained in this Item 7.01 and in ~~Company~~Exhibit ~~issued~~99.1 aattached ~~press~~hereto ~~release~~is ~~announcing~~furnished pursuant to the ~~foregoing~~rules and regulations of the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~which~~as ~~press~~amended ~~release~~(the is“Exchange ~~attached~~Act”) or otherwise subject to ~~this~~the ~~Current~~liabilities ~~Report~~of onthat ~~Form~~section, ~~8-K~~nor asshall ~~exhibit~~it be deemed incorporated by reference in any filing under the Securities 99Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.1.

~~Item~~Forward-Looking ~~9.01. Financial Statement and Exhibits.~~Statements

~~(d)~~The ~~Exhibits:~~information in this Form 8-K and the attached Press Release include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in the Press Release and Form 8-K regarding our business strategy, plans, goal, and objectives are forward-looking statements. When used in the Press Release and this Form 8-K, the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “budget,” “target,” “aim,” “strategy,” “plan,” “guidance,” “outlook,” “intent,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as to the date of this Form 8-K and the attached Press Release, respectively.

Exhibit		Description
99.1		Press release.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

Item 9.01 Financial Statements and Exhibits

1(d) Exhibits.

SIGNATURE

Exhibit No.		Description
99.1		Press Release, dated February 21, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL).

~~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.~~SIGNATURE

Dated: December 1, 2023	CLEAN ENERGY SPECIAL SITUATIONS CORP.
	By:	/s/ Raghunath Kilambi
		Raghunath Kilambi
		Chief Executive Officer

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 ENERGY SPECIAL SITUATIONS CORP.

Date: February 21, 2024	By:	/s/ Raghunath Kilambi
		Raghunath Kilambi Chief Executive Officer

Filing Compare · Clean Energy Special Situations Corp.