UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~June~~September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40757

CLEAN ENERGY SPECIAL SITUATIONS CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-3501488
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Graubard Miller

405 Lexington Avenue, 44th Floor

New York, New York 10174

(Address of principal executive offices)

(212) 818-8800

(Issuer’s telephone number)

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 common stock, $0.0001 par value, and one-half of one redeemable warrant	SWSSU	The Nasdaq Stock Market LLC
Common stock, par value $0.0001 per share	SWSS	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share	SWSSW	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~December~~April 1, ~~2023~~2024, 7,011,641 shares of common stock, par value $0.0001 per share, were issued and outstanding.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2023

TABLE OF CONTENTS

	Page	~~Page~~
Part I. Financial Information	1	1
Item 1. Financial Statements	1	1
Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022		1
Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)		2
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)		3
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)		4
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	17
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	21	20
Item 4. Controls and Procedures	21	20
Part II. Other Information	22	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22	21
Item 6. Exhibits		22
Item 5. Other Information	23
Signatures		23
Item 6. Exhibits	23
Signatures	24

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets
Cash	$	~~26,187~~—		$	14,918
Prepaid expenses		~~111~~17,~~498~~530			305,900
Total Current Assets		~~137~~17,~~685~~530			320,818
Restricted cash		38,813			—
Deferred financing agreement – related party		214,926			—
Marketable securities held in Trust Account		2017,~~371~~210,~~845~~132			175,167,573
TOTAL ASSETS	$	2017,~~724~~481,~~456~~401		$	175,488,391
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	465,528		$	326,346
Accounts payable and accrued expenses	$	503,146		$	326,346
Income taxes payable		~~338~~389,~~194~~508			463,954
Promissory notes – related party, net of debt discount		130,715			—
Advance from related parties		90,160			—
Promissory notes – related party, net of debt discount		305,000			—
Deemed Dividend Liability		17,386			—
Excise Tax Payable		1,~~559~~592,~~046~~942			—
Total Liabilities		2,~~510~~898,~~869~~142			790,300
Commitments
Common stock subject to possible redemption, 1,975,714 shares and 17,118,624 shares at redemption value of approximately $10.12 and $10.20 as of June 30, 2023 and December 31, 2022, respectively		20,001,807			174,634,977
Common stock subject to possible redemption, 1,648,426 shares and 17,118,624 shares at redemption value of approximately $10.22 and $10.20 as of September 30, 2023 and December 31, 2022, respectively		16,846,093			174,634,977
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 50,000,000 shares authorized; 5,363,215 shares issued and outstanding (excluding 1,975,714 shares and 17,118,624 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively		536			536
Common stock, $0.0001 par value; 50,000,000 shares authorized; 5,363,215 shares issued and outstanding (excluding 1,648,426 shares and 17,118,624 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively		536			536
Additional paid-in capital		—			—
Accumulated deficit		(12,~~788~~263,~~756~~370	)		62,578
Total Stockholders’ Deficit		(12,~~788~~262,~~220~~834	)		63,114
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2017,~~724~~481,~~456~~401		$	175,488,391

The accompanying notes are an integral part of the unaudited condensed financial statements.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Operating and formation costs	$	~~195~~234,~~594~~940		$	~~245~~244,~~614~~280		$	~~694~~929,~~158~~098		$	~~482~~726,~~603~~883
Loss from operations		(~~195~~234,~~594~~940	)		(~~245~~244,~~614~~280	)		(~~694~~929,~~158~~098	)		(~~482~~726,~~603~~883	)
Other income:
Interest income – bank		~~339~~317			36263			~~471~~788			47310
Interest earned on marketable securities held in Trust Account		~~241~~253,~~023~~439			~~351~~386,~~571~~841			1,~~639~~892,~~196~~635			~~376~~763,~~548~~389
Interest expenses – debt discount		(~~130~~174,~~715~~285	)		—			(~~130~~305,~~715~~000	)		—
Unrealized gain on marketable securities held in Trust Account		—			~~(90~~412,~~909~~051	)		—			~~(86~~325,~~486~~565	)
Total Other income, net		~~110~~79,~~647~~471			~~260~~799,~~698~~155			1,~~508~~588,~~952~~423			~~290~~1,~~109~~089,264
(Loss) income before provision for income taxes		(84155,~~947~~469	)		15554,~~084~~875			~~814~~659,~~794~~325			~~(192~~362,~~494~~381	)
Provision for income taxes		(4751,~~641~~314	)		—(174,403	)		(~~338~~389,~~240~~554	)		—(174,403	)
Net (loss) income	$	(~~132~~206,~~588~~783	)	$	15380,~~084~~472		$	~~476~~269,~~554~~771		$	~~(192~~187,~~494~~978	)
Basic and diluted weighted average shares outstanding, Redeemable Common stock		1,~~954~~858,~~239~~317			17,118,624			75,~~497~~597,~~438~~075			17,118,624
Basic and diluted net (loss) income per share, Redeemable Common stock	$	(0.0203	)	$	0.0002		$	0.0402		$	(0.01	)
Basic and diluted weighted average shares outstanding, Non-redeemable Common stock		5,363,215			5,363,215			5,363,215			5,363,215
Basic and diluted net (loss) income per share, Non-redeemable Common stock	$	(0.0203	)	$	0.0002		$	0.0402		$	(0.01	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2023

	Common Stock				Additional Paid in		Accumulated			Total Stockholder’s Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2022		5,363,215	$	536	$	—	$	62,578		$	63,114
Accretion for common stock to redemption amount		—		—		—		(1,224,289	)		(1,224,289	)
Additional shares at Fair Value March 2, 2023		—		—		—		(17,386	)		(17,386	)
Excise Tax Payable		—		—		—		(1,559,046	)		(1,559,046	)
Net income		—		—		—		609,142			609,142
Balance – March 31, 2023		5,363,215	$	536	$	—	$	(2,129,001	)	$	(2,128,465	)
Accretion for common stock to redemption amount		—		—		—		(47,093	)		(47,093	)
Fair value of Founder Shares transferred in connection with Deferred Financing Agreement - Related Party		—		—		—		519,926			519,926
Net loss		—		—		—		(132,588	)		(132,588	)
Balance – June 30, 2023		5,363,215	$	536	$	—	$	(1,788,756	)	$	(1,788,220	)
Accretion for common stock to redemption amount		—		—		—		(233,935	)		(233,935	)
Excise Tax Payable		—		—		—		(33,896	)		(33,896	)
Net loss		—		—		—		(206,783	)		(206,783	)
Balance – September 30, 2023		5,363,215	$	536	$	—	$	(2,263,370	)	$	(2,262,834	)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

	Common Stock				Additional Paid in			Accumulated			Total Stockholder’s
	Shares		Amount		Capital			Deficit			Equity
Balance – January 1, 2022		5,363,215	$	536	$	1,525,796		$	(564,996	)	$	961,336
Net loss		—		—		—			(207,578	)		(207,578	)
Balance – March 31, 2022		5,363,215	$	536	$	1,525,796		$	(772,574	)	$	753,758
Accretion for common stock to redemption amount		—		—		(70,662	)		—			(70,662	)
Net loss		—		—		—			15,084			15,084
Balance – June 30, 2022		5,363,215	$	536	$	1,455,134		$	(757,490	)	$	698,180
Accretion for common stock to redemption amount		—		—		(584,889	)		—			(584,889	)
Net income		—		—		—			380,472			380,472
Balance – September 30, 2022		5,363,215	$	536	$	870,245		$	(377,018	)	$	493,763

The accompanying notes are an integral part of the unaudited condensed financial statements.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	476,554		$	(192,494	)
Net income	$	269,771		$	187,978
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,~~639~~892,~~196~~635	)		(~~376~~763,~~548~~389	)
Unrealized gain on marketable securities held in Trust Account		—			86(325,~~486~~565	)
Amortization of debt discount		~~130~~305,~~715~~000			—
Changes in operating assets and liabilities:
Prepaid expenses		~~194~~288,~~402~~370			~~219~~340,~~778~~176
Accrued expenses		139,182			(65,091	)
Accounts payable and accrued expenses		176,800			(215,413	)
Income taxes payable		(~~125~~74,~~760~~446	)		—174,403
Net cash used in operating activities		(~~824~~927,~~103~~140	)		(~~327~~601,~~869~~810	)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes		530,372			—
Investment of cash into Trust Account		(41,210	)		—
Cash withdrawn from Trust Account in connection with redemption		155,904,552			—
Cash withdrawn from Trust Account to pay franchise and income taxes		597,085			221,650
Net cash provided by investing activities		156,434,924			—
Cash withdrawn from Trust Account in connection with redemption		159,294,201			—
Net cash provided by investing activities		159,850,076			221,650
Cash Flows from Financing Activities:
Proceeds from promissory notes – related party, net of debt discount		305,000			—
Advances from related party		90,160			—
Proceeds from promissory notes – related party		91,121			—
Proceeds from promissory notes – related party, net of debt discount		396,121			—
Repayment of promissory notes – related party		(91,121	)		—
Repayment of promissory notes - related party		(91,121	)		—
Redemption of common stock		(~~155~~159,~~904~~294,~~552~~201	)		—
Net cash used in financing activities		(~~155~~158,~~599~~899,~~552~~041	)		—
Net Change in Cash		11,269			(327,869	)
Net Change in Cash and restricted cash		23,895			(380,160	)
Cash – Beginning of period		14,918			413,067
Cash and restricted cash – Beginning of period		14,918			413,067
Cash – End of period	$	26,187		$	85,198
Cash and restricted cash – End of period	$	38,813		$	32,907
Supplementary cash flow information:
Cash paid for income taxes	$	464,000		$	—
Cash paid for franchise and income taxes (1)	$	530,322		$	—
Non-cash investing and financing activities:
Accretion for common stock to redemption amount	$	1,~~271~~505,~~382~~317		$	70655,~~662~~551
Additional shares issued at fair value on March 2, 2023	$	17,386		$	—
Fair value of Founder Shares transferred in connection with Deferred Financing Agreement - Related Party	$	519,926		$	—
Excise Tax Payable	$	1,~~559~~592,~~046~~942		$	—

(1) The ~~accompanying~~Company ~~notes~~has ~~are~~withdrawn ana ~~integral~~total ~~part~~of $597,085 of interest from the ~~unaudited~~Trust ~~condensed~~Account ~~financial~~for ~~statements~~the period ended September 30, 2023 in which $530,332 and $2,894 were for the reimbursement of taxes paid out of the operating account for the year ended December 31, 2022. $63,869 remains restricted for the payment of taxes as of September 30, 2023. The Company used $25,046 of the restricted amount for operating expenses. Management intends to reimburse the Trust Account for the entire amount of restricted cash.

4The accompanying notes are an integral part of the unaudited condensed financial statements.

~~CLEAN ENERGY SPECIAL SITUATIONS CORP.~~4

~~NOTES~~CLEAN ENERGY TOSPECIAL ~~CONDENSED~~SITUATIONS ~~FINANCIAL STATEMENTS~~CORP.

~~JUNE~~NOTES TO ~~30,~~CONDENSED ~~2023~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~SEPTEMBER 30, 2023

~~NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY~~(UNAUDITED)

~~Clean Energy Special Situations Corp. (the “Company”),~~NOTE ~~formerly known as Springwater Special Situations Corp~~1. ~~(see~~DESCRIPTION ~~Note~~OF 9)ORGANIZATION, isBUSINESS ~~a blank check company incorporated as a Delaware company on October 2~~OPERATIONS, ~~2020.~~AND The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).LIQUIDITY

~~The~~Clean Energy Special Situations Corp. (the “Company”), isformerly ~~not~~known ~~limited~~as toSpringwater Special Situations Corp., is a ~~particular~~blank ~~industry~~check orcompany ~~sector~~incorporated ~~for~~as ~~purposes~~a ofDelaware ~~consummating~~company aon ~~Business~~October ~~Combination~~2, 2020. The Company iswas anformed ~~early~~for ~~stage~~the ~~and~~purpose ~~emerging~~of ~~growth~~effecting ~~company~~a ~~and~~merger, asshare ~~such~~exchange, ~~the~~asset ~~Company~~acquisition, isshare ~~subject~~purchase, toreorganization ~~all~~or ofsimilar ~~the~~business ~~risks~~combination ~~associated~~ with ~~early~~one ~~stage~~or ~~and~~more ~~emerging~~businesses ~~growth~~or ~~companies~~entities (a “Business Combination”).

~~As of June 30, 2023, the Company had not commenced~~The ~~any operations. All activity for the period from October 2, 2020 (inception) through June 30, 2023 relates to the~~ Company’s ~~formation, the initial public offering (“Initial Public Offering”), which~~ is ~~described~~not ~~below,~~limited ~~and subsequent~~ to ~~the~~a ~~Initial~~particular ~~Public~~industry ~~Offering seeking~~or tosector ~~identify~~for apurposes ~~target~~of ~~company~~consummating ~~for~~ a Business Combination. The Company ~~will~~is ~~not~~an ~~generate~~early stage ~~any~~and ~~operating~~emerging ~~revenues~~growth ~~until~~company ~~after~~and, ~~the completion~~as ~~of a Business Combination~~such, at the ~~earliest. The~~ Company ~~will~~is ~~generate~~subject ~~non-operating~~to ~~income~~all ~~in the form~~ of ~~interest income from~~ the ~~proceeds~~risks ~~derived~~associated ~~from~~with ~~the~~early ~~Initial~~stage ~~Public~~and ~~Offering~~emerging growth companies.

~~The~~As of ~~registration~~September ~~statement~~30, ~~for~~2023, the Company~~’s Initial~~ ~~Public~~had ~~Offering~~not ~~was~~commenced ~~declared~~any ~~effective~~operations. onAll ~~August~~activity 25for the period from October 2, ~~2021.~~2020 On(inception) ~~August~~through September 30, ~~2021,~~2023 relates to the Company’s ~~consummated~~formation, the initial public offering (“Initial Public Offering”), which ofis 15described below,~~000,000~~ ~~units~~and (subsequent to the ~~“Units”~~Initial ~~and,~~Public ~~with~~Offering ~~respect~~seeking to ~~the~~identify ~~shares~~a oftarget ~~common~~company ~~stock~~for ~~included~~a inBusiness ~~the~~Combination. ~~Units~~The Company ~~sold,~~will not generate any operating revenues until after the ~~“Public Shares”)~~completion of a Business Combination, at ~~$10~~the earliest.00 ~~per~~The ~~Unit,~~Company ~~generating~~will generate ~~gross~~non-operating ~~proceeds~~income in the form of ~~$150,000,000,~~interest ~~which~~income isfrom ~~described~~the inproceeds ~~Note~~derived 3from the Initial Public Offering.

~~Simultaneously~~The registration ~~with~~statement ~~the~~for ~~closing of~~ the Company’s Initial Public Offering was declared effective on August 25, 2021. On August 30, 2021, the Company consummated the ~~sale~~Initial Public Offering of ~~645~~15,000,000 units (the “~~Private~~ Units”) atand, awith ~~price~~respect ofto ~~$10.00~~the ~~per~~shares ~~Private~~of common ~~Unit~~stock included in athe ~~private~~Units ~~placement~~sold, ~~to Springwater Promote LLC (~~the “~~Sponsor~~Public Shares”) ~~and EarlyBirdCapital~~, ~~Inc~~at $10.,00 ~~the~~per ~~representative of the underwriters in the Initial Public Offering~~Unit, generating gross proceeds of $6150,~~450~~000,000, which is described in Note 43.

OnSimultaneously with ~~September 3, 2021,~~ the ~~underwriters~~closing ~~notified the Company~~ of ~~their intention to partially exercise their over-allotment option and would forfeit~~ the ~~remaining~~Initial ~~balance.~~Public ~~On September 7~~Offering, ~~2021,~~ the Company consummated the sale of an645,000 ~~additional~~units ~~2,118,624~~(the ~~Units,~~“Private Units”) at a price of $10.00 per ~~Unit, and the sale of an additional 63,559~~ Private ~~Placement~~ ~~Units,~~Unit atin ~~$10.00~~a ~~per~~private ~~Private~~placement ~~Placement~~to ~~Unit,~~Springwater ~~generating~~Promote ~~total~~LLC ~~gross~~(the ~~proceeds~~“Sponsor”) ofand ~~$21~~EarlyBirdCapital,~~821,830~~ Inc., Athe ~~total~~representative of ~~$21,398,105~~the ~~was~~underwriters ~~deposited into~~in the ~~Trust~~Initial ~~Account~~Public Offering, ~~bringing~~generating ~~the aggregate~~ gross proceeds ~~held~~of in$6,450,000, ~~the~~which ~~Trust~~is ~~Account~~described in toNote ~~$172,898,105~~4.

~~Transaction~~On September ~~costs~~3, ~~amounted~~2021, the underwriters notified the Company of their intention to ~~$18,538,231~~partially ~~consisting~~exercise their over-allotment option and would offorfeit $3the remaining balance. On September 7,~~423~~ 2021,~~725~~ the Company consummated the sale of ~~underwriting~~an ~~fees,~~additional ~~$13~~2,~~783~~118,~~973~~624 ~~for~~Units, ~~the~~at ~~excess~~$10.00 ~~fair~~per Unit, ~~value~~and of the ~~Founder~~sale ~~Shares~~of ~~(as~~an ~~defined~~additional in63,559 ~~Note~~Private 6)Placement ~~attributable~~Units, ~~to the~~at ~~Anchor~~$10.00 ~~Investors~~per ~~(see~~Private ~~Note~~Placement 5)Unit, generating total gross proceeds of $~~880~~21,~~485~~821,830. ~~for~~A ~~the~~total ~~excess~~of ~~fair~~$21,398,105 ~~value~~was ofdeposited into the ~~EBC~~Trust ~~Founder~~Account, ~~Shares~~bringing ~~(see~~the ~~Note~~aggregate 6)gross ~~and~~proceeds ~~$450,048~~held ofin ~~other~~the ~~offering~~Trust ~~costs~~Account to $172,898,105.

~~The~~Transaction costs ~~Company’s~~amounted ~~management has broad discretion with respect~~ to ~~the~~ ~~specific~~$18,538,231 ~~application~~consisting of ~~the~~$3,423,725 ~~net proceeds~~ of ~~the~~underwriting ~~Initial~~fees, ~~Public Offering and the sale of the Private Units~~$13,783,973 ~~although~~for ~~substantially all of~~ the ~~net~~excess proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more businesses or entities with a fair ~~market~~ value ~~equal to at least 80%~~ of ~~the~~ ~~assets held in~~ the ~~Trust~~Founder ~~Account~~ Shares (as defined ~~below)~~in ~~(less~~Note ~~taxes~~6) ~~payable~~attributable onto the ~~interest~~Anchor ~~earned~~Investors on(see ~~the~~Note ~~Trust Account~~5), as$880,485 ~~of the date of the definitive agreement~~ for ~~such Business Combination. The Company will only complete a Business Combination if~~ the ~~post-Business Combination~~excess ~~company~~fair ~~owns~~value ~~or acquires 50% or more~~ of the ~~issued~~EBC ~~and~~Founder ~~outstanding voting securities of the target or otherwise acquires a~~Shares ~~controlling~~(see ~~interest~~Note in6) ~~the~~and ~~target~~$450,048 ~~business~~of ~~sufficient~~other ~~for~~offering ~~it not to be required to register as an investment company under the Investment Company Act~~costs.

5The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more businesses or entities with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (less taxes payable on the interest earned on the Trust Account) as of the date of the definitive agreement for such Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~CLEAN ENERGY SPECIAL SITUATIONS CORP.~~5

~~NOTES~~CLEAN ENERGY TOSPECIAL ~~CONDENSED~~SITUATIONS ~~FINANCIAL STATEMENTS~~CORP.

~~JUNE~~NOTES TO ~~30,~~CONDENSED ~~2023~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~SEPTEMBER 30, 2023

~~The Company will provide the holders of the Public Shares~~ (~~the “Public Stockholders”~~UNAUDITED) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination, either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes paid and payable), divided by the number of then issued and outstanding Public shares, subject to certain limitations as described in the prospectus. Additionally, each Public Stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or Rights (defined below).

IfThe Company awill ~~stockholder~~provide ~~vote~~the isholders ~~not~~of ~~required~~the byPublic ~~applicable law~~Shares or(the ~~stock~~“Public ~~exchange~~Stockholders”) ~~listing~~with ~~requirements and~~ the ~~Company~~opportunity ~~does~~to ~~not~~redeem ~~decide~~all toor ~~hold~~ a portion ~~stockholder~~of ~~vote~~their ~~for~~Public ~~business~~Shares orupon ~~other~~the ~~reasons,~~completion of the ~~Company~~ ~~will~~Business Combination, ~~pursuant~~either to(i) ~~its~~in ~~Amended~~connection ~~and~~with ~~Restated~~a ~~Certificate~~stockholder ofmeeting ~~Incorporation~~called to (approve the ~~“Certificate~~Business ofCombination ~~Incorporation”~~or (ii), ~~conduct the~~by ~~redemptions~~means ~~pursuant~~of toa ~~the~~ tender offer. ~~rules~~The ofdecision ~~the~~as ~~U.S.~~to ~~Securities~~whether ~~and~~the ~~Exchange~~Company ~~Commission~~will ~~(“SEC”)~~seek ~~and~~stockholder approval ~~file~~of ~~tender offer~~a ~~documents~~Business ~~with~~Combination ~~the~~or ~~SEC~~conduct ~~prior~~a totender ~~completing~~offer awill ~~Business~~be ~~Combination.~~made ~~If,~~by ~~however~~the Company, ~~stockholder~~solely ~~approval~~in ofits ~~the~~discretion. ~~transaction~~The isPublic ~~required~~Stockholders bywill ~~applicable~~be ~~law~~entitled orto ~~stock~~redeem ~~exchange~~their ~~listing~~Public ~~requirements~~Shares, orequal to the ~~Company~~aggregate ~~decides~~amount tothen ~~obtain~~on ~~stockholder~~deposit ~~approval~~in ~~for~~the ~~business~~Trust ~~or other reasons~~Account, ~~the~~calculated ~~Company~~as ~~will~~of two ~~offer~~business days prior to ~~redeem~~the ~~shares~~consummation inof ~~conjunction~~the ~~with~~Business aCombination, ~~proxy~~including ~~solicitation~~interest ~~pursuant~~(which tointerest ~~the~~shall ~~proxy~~be ~~rules~~net ~~and~~of ~~not~~taxes ~~pursuant~~paid toand payable), divided by the ~~tender~~number ~~offer~~of ~~rules.~~then Ifissued ~~the~~and ~~Company~~outstanding ~~seeks~~Public ~~stockholder~~shares, ~~approval~~subject into ~~connection~~certain ~~with~~limitations aas ~~Business~~described ~~Combination,~~in the prospectus. ~~holders~~Additionally, ofeach ~~the~~Public ~~Founder Shares~~Stockholder ~~have~~may ~~agreed~~elect to ~~vote~~redeem ~~such~~their ~~Founder~~Public Shares, ~~shares~~without ~~included~~voting, inand if they do vote, irrespective of whether they vote for or against the ~~Private~~proposed ~~Placement~~Business ~~Units~~Combination. ~~and~~There ~~any~~will ~~Public~~be ~~Shares~~no ~~they~~redemption ~~hold~~rights inupon ~~favor of~~the ~~approving~~completion of a Business Combination with respect to the Company’s warrants or Rights (defined below).

~~The~~If a ~~holders~~stockholder ofvote ~~the~~is ~~Founder~~not ~~Shares~~required ~~have~~by ~~agreed (a)~~applicable tolaw ~~waive~~or ~~redemption~~stock ~~rights~~exchange ~~with~~listing ~~respect~~requirements toand the ~~Founder~~Company ~~Shares~~does ~~and~~not ~~any~~decide ~~Public~~to ~~Shares~~hold ~~held~~a stockholder byvote ~~them~~for inbusiness ~~connection~~or ~~with~~other reasons, the ~~completion of~~Company ~~a Business Combination~~will, ~~(b)~~pursuant to ~~waive~~its ~~liquidation~~Amended ~~rights~~and ~~with~~Restated ~~respect~~Certificate toof Incorporation (the “Certificate ~~Founder~~of ~~Shares~~Incorporation”), ifconduct the ~~Company~~redemptions ~~fails~~pursuant to ~~complete a Business Combination within~~ the ~~time~~tender ~~period~~offer ~~required~~rules byof the ~~Certificate~~U.S. ofSecurities ~~Incorporation~~ and ~~(c) not to propose an amendment to the Certificate~~Exchange ofCommission ~~Incorporation~~ (i“SEC”) toand ~~modify~~file ~~the~~tender ~~substance~~offer ordocuments ~~timing~~with of the ~~Company’s~~SEC ~~obligation~~prior to ~~allow~~completing ~~redemptions in connection with~~ a Business Combination. orIf, tohowever, stockholder ~~redeem~~approval ~~100%~~ of ~~its~~the ~~Public~~transaction ~~Shares~~is ifrequired ~~the~~by ~~Company~~applicable ~~does~~law ~~not~~or ~~complete~~stock aexchange ~~Business~~listing ~~Combination~~requirements, ~~within~~or the ~~Combination~~Company ~~Period~~decides ~~(as~~to ~~defined~~obtain ~~below)~~stockholder orapproval ~~(ii)~~for ~~with~~business ~~respect~~or toother ~~any~~reasons, ~~other~~the ~~provision~~Company ~~relating~~will offer to ~~stockholders’~~redeem ~~rights~~shares orin ~~pre-business~~conjunction ~~combination~~with ~~activity,~~a proxy solicitation ~~unless~~pursuant to the ~~Company~~proxy ~~provides~~rules ~~the~~and ~~Public~~not ~~Stockholders~~pursuant ~~with~~to the ~~opportunity~~tender tooffer ~~redeem~~rules. ~~their~~If ~~Public~~the ~~Shares~~Company inseeks ~~conjunction~~stockholder ~~with~~approval ~~any~~in ~~such~~connection ~~amendment.~~with ~~However,~~a ifBusiness Combination, the ~~such~~ holders ~~acquires~~of ~~Public~~the Founder Shares, ~~such~~have ~~Public~~agreed ~~Shares~~to ~~will~~vote besuch ~~entitled~~Founder toShares, ~~liquidating~~shares ~~distributions~~included ~~from~~in the ~~Trust~~Private ~~Account~~Placement ifUnits ~~the~~and ~~Company~~any ~~fails~~Public toShares ~~complete~~they ahold ~~Business~~in ~~Combination~~favor ~~within~~of ~~the~~approving ~~Combination~~a ~~Period~~Business Combination.

The holders ~~Company~~of ~~currently~~the ~~has~~Founder ~~until~~Shares ~~November~~have ~~28,~~agreed ~~2023 with~~(a) ~~the ability~~ to ~~further~~waive ~~extend~~redemption ~~such~~rights ~~date~~with uprespect to ~~six~~the ~~times~~Founder Shares and any Public Shares held by ~~one~~them ~~month~~in ~~each~~connection ~~(so~~with athe ~~maximum~~completion of ~~through~~a ~~May~~Business 28Combination, ~~2024~~(b) ~~(see~~to ~~Note~~waive ~~9),~~liquidation ~~to complete~~rights awith ~~Business~~respect ~~Combination~~to (the ~~“Combination~~Founder ~~Period”).~~Shares if If the Company ~~has~~fails ~~not~~to ~~completed~~complete a Business Combination within the ~~Combination Period and such~~ time period isrequired ~~not extended~~ by ~~stockholders,~~ the ~~Company~~Certificate ~~will (i) cease all operations except for the purpose~~ of ~~winding~~Incorporation ~~up,~~and (iic) ~~as promptly as reasonably possible but~~ not to ~~more~~propose ~~than~~an ~~ten~~amendment ~~business~~to ~~days thereafter, redeem~~ the ~~Public~~Certificate ~~Shares, at~~of aIncorporation ~~per-share~~(i) ~~price, payable in cash, equal~~ to modify the ~~aggregate~~substance ~~amount~~or ~~then~~timing onof ~~deposit in~~ the ~~Trust~~Company’s ~~Account,~~obligation ~~including interest earned on~~to ~~the~~allow ~~funds~~redemptions ~~held~~ in ~~the~~connection ~~Trust~~with ~~Account~~a ~~and~~Business ~~not~~Combination ~~previously~~or ~~released~~ to ~~pay~~redeem ~~taxes (less up to $~~100~~,000~~% of ~~interest~~its ~~to pay dissolution expenses), divided by the number of then outstanding~~ Public Shares, ~~which~~if ~~redemption~~the ~~will~~Company ~~completely~~does ~~extinguish~~not ~~Public~~complete ~~Stockholders’ rights~~a asBusiness ~~stockholders~~Combination ~~(including~~within the ~~right~~Combination toPeriod ~~receive~~(as ~~further~~defined ~~liquidating distributions, if any~~below), ~~and~~or (~~iii~~ii) aswith ~~promptly~~respect asto ~~reasonably~~any ~~possible following~~other ~~such~~provision ~~redemption,~~relating ~~subject~~ to ~~the~~stockholders’ rights ~~approval~~or ofpre-business ~~the~~combination ~~Company’s~~activity, ~~remaining~~unless ~~stockholders and~~ the Company’s ~~board~~provides ofthe ~~directors, dissolve~~Public ~~and~~Stockholders ~~liquidate,~~with ~~subject~~the inopportunity ~~each case~~ to ~~the~~redeem ~~Company’s~~their Public ~~obligations~~Shares ~~under~~in ~~Delaware~~conjunction ~~law~~with toany ~~provide~~such ~~for~~amendment. ~~claims~~However, ofif ~~creditors and~~ the ~~requirements~~such ofholders ~~other~~acquires ~~applicable~~Public ~~law.~~Shares, ~~There~~such Public Shares will be entitled noto ~~redemption rights or~~ liquidating distributions ~~with~~from ~~respect to~~ the ~~Company’s warrants~~Trust orAccount ~~Rights, which will expire worthless~~ if the Company fails to complete a Business Combination within the Combination Period.

OnThe Company ~~February~~currently ~~27,~~has ~~2023~~until April 28, 2024 with the ~~Company~~ability ~~held~~to afurther ~~special~~extend ~~meeting~~such ofdate ~~its~~up ~~stockholders~~ to ~~consider~~six times by one month each (so a ~~proposal,~~maximum of ~~among~~through ~~others~~May 28, 2024), to ~~extend~~complete a Business Combination (the ~~date~~“Combination Period”). If the Company ~~had~~has tonot ~~consummate~~completed a anBusiness ~~initial~~Combination ~~business~~within ~~combination~~the ~~from~~Combination ~~February~~Period ~~28, 2023~~and tosuch ~~August~~time ~~28,~~period ~~2023.~~is ~~Stockholders~~not ~~approved~~extended by stockholders, the ~~proposals~~Company ~~and~~will in(i) ~~connection~~cease all ~~therewith,~~operations ~~holders~~except offor anthe ~~aggregate~~purpose of 15winding up,~~142,910~~ ~~Public Shares~~(ii) ~~exercised~~as ~~their~~promptly ~~right~~as toreasonably ~~redeem~~possible ~~their~~but ~~shares~~not ~~for~~more anthan ~~aggregate~~ten ofbusiness ~~$155~~days thereafter,~~904~~ redeem the Public Shares,~~552~~ at a per-share price, payable in cash., Inequal ~~connection~~to ~~with~~the aggregate amount then on deposit in the ~~special~~Trust ~~meeting~~Account, including interest earned on the ~~Company’s~~funds ~~board~~held ofin ~~directors~~the ~~approved~~Trust aAccount ~~dividend~~and ofnot ~~rights~~previously released to pay taxes (~~“Rights”)~~less up to ~~holders~~$100,000 of ~~Public~~interest to ~~Shares~~pay ~~who~~dissolution ~~did~~expenses), ~~not~~divided ~~seek redemption~~by the number of ~~their~~then outstanding Public Shares, inwhich ~~connection~~redemption ~~with~~will ~~the~~completely ~~stockholder~~extinguish ~~vote~~Public Stockholders’ inrights ~~connection~~as ~~with~~stockholders (including the ~~extension.~~right ~~Each~~to ~~Right~~receive ~~will~~further ~~entitle~~liquidating ~~the holder~~distributions, toif ~~receive~~any), ~~one-twelve-~~and~~-a-half~~ (~~1/12.5~~iii) ofas apromptly as ~~share~~reasonably ofpossible ~~common~~following ~~stock~~such ~~upon~~redemption, ~~consummation~~subject to the approval of the Company’s ~~initial~~remaining ~~Business Combination.~~stockholders ~~The~~and the Company’s board ~~issued~~of 1directors,~~975~~ dissolve and liquidate,~~714~~ ~~Rights~~subject ~~entitling~~in ~~the~~each ~~holders~~case to ~~receive~~the anCompany’s ~~aggregate~~obligations ofunder upDelaware law to ~~158,057~~provide ~~shares~~for claims of ~~common~~creditors ~~stock. Under~~and ~~ASC~~the ~~505-20-30-3~~requirements ~~(Rights~~of ~~Agreement~~other ~~Memorandum)~~applicable ~~this~~law. ~~was~~There ~~accounted~~will ~~for~~be asno aredemption ~~Deemed~~rights ~~Dividend.~~or ~~Because~~liquidating ~~the~~distributions ~~dividend~~with respect isto ~~expected~~the toCompany’s ~~be paid~~warrants ~~within~~or ~~one~~Rights, ~~year~~which ofwill ~~the~~expire ~~declaration~~worthless ~~date,~~if the ~~“Deemed~~Company ~~dividend”~~fails ~~payable~~to ~~will~~complete bea ~~classified~~Business asCombination within athe ~~current~~Combination ~~liability~~Period.

~~The~~On February ~~Deemed~~27, ~~Dividend~~2023, ~~Liability~~the ~~was~~Company ~~recorded~~held ~~at the~~a ~~fair~~special ~~value~~meeting onof ~~the~~its ~~declaration~~stockholders to consider a proposal, among others, to extend the date onthe Company ~~March~~had 2to consummate an initial business combination from February 28, 2023. ~~The~~to ~~fair~~August ~~value~~28, of2023. Stockholders approved the ~~shares~~proposals and onin ~~March~~connection 2therewith, ~~2023~~holders ~~was~~of an aggregate of 15,142,910 Public Shares exercised their right to redeem their shares for an aggregate of $0155,904,552 in cash.11 In connection with the special meeting, ~~which~~the ~~was~~Company’s ~~determined~~board of directors approved a dividend ~~using~~of ~~market~~rights ~~approach~~(“Rights”) ~~methodology~~to holders of Public Shares who did not seek redemption of their Public Shares in connection with the stockholder vote in connection with the extension. Each Right will entitle the holder to receive one-twelve-and-a-half (1/12.5) of a share of common stock upon consummation of the ~~key~~Company’s ~~inputs~~initial Business Combination. The Company issued 1,975,714 Rights entitling the holders to receive an aggregate of up to 158,057 shares of common stock. Under ASC 505-20-30-3 (Rights Agreement Memorandum) this was accounted for as a Deemed Dividend. Because the ~~method~~dividend ~~are~~is ~~summarized~~expected ~~below~~to be paid within one year of the declaration date, the “Deemed dividend” payable will be classified as a current liability.

Stock Price as of Measurement Date		$	10.27
Probability of Acquisition			13.9	%

The Deemed Dividend Liability was recorded at the fair value on the declaration date on March 2, 2023. The fair value of the shares on March 2, 2023 was $0.11, which was determined using market approach methodology and the key inputs to the method are summarized below.

Stock Price as of Measurement Date		$	10.27
Probability of Acquisition			13.9	%

~~CLEAN ENERGY SPECIAL SITUATIONS CORP.~~6

~~NOTES~~CLEAN ENERGY TOSPECIAL ~~CONDENSED~~SITUATIONS ~~FINANCIAL STATEMENTS~~CORP.

~~JUNE~~NOTES TO ~~30,~~CONDENSED ~~2023~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~SEPTEMBER 30, 2023

The holders of the Founder Shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if they acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit. (UNAUDITED)

~~In order to protect the amounts held in the~~The ~~Trust~~holders ~~Account,~~of the ~~Sponsor~~Founder ~~has~~Shares have agreed to bewaive ~~liable~~their rights to ~~the~~liquidating ~~Company~~distributions iffrom ~~and to~~ the ~~extent~~Trust ~~any~~Account ~~claims~~with byrespect ~~a third party for services rendered or products sold~~ to the Founder ~~Company,~~Shares orif ~~a prospective target business with which~~ the Company ~~has~~fails ~~discussed~~to ~~entering~~complete ~~into~~ a ~~transaction~~Business ~~agreement, reduce~~Combination ~~the~~within ~~amount of funds in~~ the ~~Trust~~Combination ~~Account to below the lesser of (i) $10~~Period.10 ~~per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account~~However, if ~~less~~they ~~than~~acquire ~~$10.10 per public Share due to reductions~~Public ~~in the value of the trust assets~~Shares, ~~less taxes payable, provided that~~ such ~~liability~~Public Shares will ~~not~~be ~~apply~~entitled to ~~any~~liquidating ~~claims~~distributions byfrom ~~a third party or prospective target business who executed a waiver of any and all rights to monies held in~~ the Trust Account ~~nor~~if ~~will it apply to any claims under~~ the Company’s ~~indemnity~~fails ofto ~~the~~complete ~~underwriters~~a ~~of the Initial Public Offering against certain liabilities, including liabilities under~~Business ~~the~~Combination ~~Securities~~within ~~Act of 1933, as amended (~~the ~~“Securities~~Combination ~~Act”)~~Period. ~~Moreover,~~In in the event ~~that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent~~ of ~~any liability for~~ such ~~third-party~~distribution, ~~claims. The~~it ~~Company~~is ~~will~~possible ~~seek to reduce the possibility~~ that the ~~Sponsor~~per ~~will~~share ~~have~~value toof ~~indemnify~~ the ~~Trust~~assets ~~Account due to claims of creditors~~remaining byavailable ~~endeavoring to have all vendors, service providers (except~~ for ~~the~~distribution ~~Company’s~~will ~~independent~~be ~~registered~~less ~~public~~than ~~accounting firm), prospective target businesses and other entities with which~~ the ~~Company~~Initial ~~does~~Public ~~business,~~Offering ~~execute~~price ~~agreements~~per ~~with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account~~Unit.

~~Effective~~In order ~~May~~to 15protect the amounts held in the Trust Account, ~~2023~~the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, ~~each~~or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of ~~Alexander~~funds in the Trust Account to below the lesser of (i) $10.10 per Public Share ~~Hamilton~~and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and ~~Hans~~all ~~Brandl~~rights ~~resigned~~to ~~from~~monies held in the Trust Account nor will it apply to any claims under the Company’s ~~Board~~indemnity of ~~Directors~~the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). ~~Such~~Moreover, in ~~individuals’~~the ~~resignations~~event ~~were~~that ~~not~~an executed waiver is deemed to be unenforceable against a third party, the ~~result~~Sponsor will not be responsible to the extent of any ~~disagreement~~liability ~~with~~for ~~the~~such third-party claims. The Company onwill ~~any~~seek ~~matter~~to ~~relating~~reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s ~~operations~~independent registered public accounting firm), ~~policies~~prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or ~~practices~~claim of any kind in or to monies held in the Trust Account.

~~Additionally, effective~~ Effective May 15, 2023, each of Alexander Hamilton and Hans Brandl resigned from the Company’s Board of Directors. ~~appointed~~Such ~~Candice~~individuals’ resignations ~~Beaumont,~~were ~~Nicholas~~not ~~Parker,~~the ~~Raghunath~~result ~~Kilambi~~of ~~and~~any ~~Greg~~disagreement A.with ~~Nuttall~~the Company on any matter relating to the ~~Board~~Company’s ofoperations, policies, ~~Directors~~or practices.

~~Risks~~Additionally, effective May 15, 2023, the Company’s Board of Directors appointed Candice Beaumont, Nicholas Parker, Raghunath Kilambi and ~~Uncertainties~~Greg A. Nuttall to the Board of Directors.

InEffective August ~~March~~2, ~~2020~~2023, ~~the~~each ~~World Health Organization declared the outbreak~~ of aMartin ~~novel~~Gruschka, ~~coronavirus~~Ignacio ~~(COVID-19)~~Casanova, asAngel aPendas ~~pandemic~~and ~~which~~Eduardo ~~continues~~Montes toresigned ~~spread~~from ~~throughout~~ the ~~United~~Board ~~States~~of ~~and~~Directors ~~the world. As~~ of the Company ~~date~~and ~~the~~from ~~condensed~~each ~~financial~~officer ~~statement~~position ~~was~~they ~~issued,~~may ~~there~~have ~~was~~held ~~considerable~~with ~~uncertainty around~~ the ~~expected~~Company ~~duration~~– ~~of this pandemic~~Mr. ~~The~~Gruschka ~~Company~~from ~~has~~the ~~concluded~~office ~~that~~of ~~while~~Chief itExecutive isOfficer, Mr. ~~reasonably~~Casanova ~~possible~~from ~~that~~the ~~COVID-19~~office ~~could~~of ~~have~~Chief aFinancial ~~negative~~Officer, ~~effect~~and onMr. ~~identifying a~~Pendas ~~target~~from ~~company~~the ~~for~~office aof ~~Business~~Secretary. ~~Combination,~~Such ~~the~~individuals’ ~~specific~~resignations were ~~impact is~~ not ~~readily determinable as of~~ the ~~date~~result of ~~this~~any ~~condensed~~disagreement ~~financial statement.~~with ~~The~~the ~~condensed~~Company ~~financial~~on ~~statement does not include~~ any ~~adjustments~~matter ~~that~~relating ~~might~~to ~~result from~~ the ~~outcome~~Company’s ofoperations, ~~this~~policies, ~~uncertainty~~or practices.

~~Inflation~~At the ~~Reduction~~same ~~Act~~time as and in connection with the resignations described above, Raghunath Kilambi was elected Chief Executive Officer and Chief Financial Officer of ~~2022~~ the Company

On August 162, ~~2022~~2023, the ~~Inflation~~Company ~~Reduction Act~~filed ofan ~~2022~~amendment ~~(the~~to ~~“IR~~its ~~Act”)~~Certificate ~~was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases~~ of ~~stock~~Incorporation bychanging ~~publicly~~the ~~traded~~name ~~U.S. domestic corporations and certain U.S. domestic subsidiaries~~ of ~~publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on~~ the ~~repurchasing~~Company ~~corporation itself, not its shareholders~~ from ~~which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the~~“Springwater ~~shares~~Special ~~repurchased~~Situations ~~at the time of the repurchase~~Corp.” ~~However, for purposes of calculating the excise tax, repurchasing corporations are permitted~~ to ~~net~~“Clean ~~the~~Energy ~~fair~~Special ~~market~~Situations ~~value~~Corp.” ofA ~~certain~~copy ~~new stock issuances against the fair market value~~ of ~~stock~~such ~~repurchases~~amendment ~~during~~was ~~the~~included ~~same taxable~~in ~~year. In addition, certain exceptions apply to~~ the ~~excise tax. The U.S. Department of the Treasury (the “Treasury”)~~Company’s ~~has~~Current ~~been~~Report ~~given~~on ~~authority~~Form to8-K ~~provide~~as ~~regulations~~filed ~~and~~with ~~other guidance to carry out and prevent~~ the ~~abuse~~SEC oron ~~avoidance~~August of2, ~~the excise tax~~2023.

On November ~~February 27~~29, 2023, the Company~~’s stockholders~~ ~~redeemed~~received ~~15,142,910 shares for~~ a ~~total~~notification ofletter ~~$155,904,552. The Company evaluated~~ (the ~~classification~~“Letter”) ~~and~~from ~~accounting of~~ the ~~stock redemption~~Nasdaq ~~under~~Stock ~~ASC~~Market ~~450,~~LLC (“~~Contingencies~~Nasdaq”.) indicating ~~ASC 450 states~~ that ~~when a loss contingency exists~~ the ~~likelihood~~Company ~~that~~was ~~the~~not ~~future event~~in ~~will~~compliance ~~confirm~~with ~~the~~Nasdaq’s ~~loss~~continued orlisting ~~impairment~~standards ~~of an asset or~~ (the ~~incurrence~~“Rules”) ofbecause ~~a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated~~ the ~~current status and~~ ~~probability of completing a Business Combination as of June 30, 2023 and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2023, the~~ Company ~~recorded~~did ~~$1,559,046~~not oftimely ~~excise~~file ~~tax~~its ~~liability~~Quarterly ~~calculated~~Report ason 1%Form of10-Q ~~the~~for ~~shares redeemed in connection with~~ the ~~extension~~quarter ofended ~~time~~September ~~to consummate an initial Business Combination effectuated in February 2023 referred to above. Subsequent to June~~ 30, 2023, ~~an additional number of shares were redeemed in connection with~~ (the ~~extension~~“Q3 ~~of time to consummate an initial Business Combination to November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024~~10-Q”) ~~effectuated on August 28, 2023 (see Note 9)~~. ~~As indicated below, there is no assurance that this will be the actual amount of tax that the Company will be required to pay.~~

~~Any redemption or other repurchase in connection~~As ~~with a Business Combination, extension vote or otherwise may be subject to~~ the ~~excise tax. Whether and to what extent the~~ Company ~~would be~~reported ~~subject to the excise tax~~ in ~~connection~~its ~~with~~Current aReport ~~Business Combination, extension vote or otherwise would depend~~ on aForm ~~number~~8-K offiled ~~factors, including (i) the fair market value of the redemptions and repurchases in connection~~ with the ~~Business~~SEC ~~Combination~~August 30, ~~extension or otherwise~~2023, ~~(ii)~~ the ~~structure~~Company ofpreviously areceived ~~Business~~written ~~Combination,~~ notice (~~iii)~~ the ~~nature and amount of any~~ “~~PIPE~~Initial Notice”) orfrom ~~other~~Nasdaq ~~equity~~indicating ~~issuances~~that inthe ~~connection with~~Company awas ~~Business Combination (or otherwise issued~~ not in ~~connection~~compliance with athe ~~Business~~Rules ~~Combination~~because ~~but issued within~~ the ~~same~~Company ~~taxable year~~did ofnot atimely ~~Business~~file ~~Combination)~~its ~~and~~Quarterly ~~(iv)~~Report ~~the~~on ~~content~~Form of10-Q ~~regulations~~for ~~and other guidance from~~ the ~~Treasury.~~quarter Asended ~~a result, the above-referenced excise tax liability recorded as of~~ June 30, 2023 ~~may be more or less than such amount depending on factors that occurred after such date~~ (~~see~~the ~~Note~~“Q2 910-Q”) ~~and in the future~~. In ~~addition,~~response ~~because~~to the Initial ~~excise~~Notice, ~~tax would be payable by~~ the Company ~~and~~timely ~~not~~submitted bya ~~the~~plan ~~redeeming~~to ~~holder, the~~regain ~~mechanics~~compliance ofwith ~~any required payment of~~ the ~~excise~~Rules ~~tax~~with ~~have~~respect ~~not been determined. The foregoing could cause a reduction in the cash available on hand~~ to ~~complete a Business Combination and in~~ the ~~Company’s~~Q2 ~~ability~~10-Q, towhich ~~complete~~plan awas ~~Business~~approved by ~~Combination~~Nasdaq. ~~Notwithstanding~~The ~~the foregoing, the~~ Company ~~has~~filed ~~agreed that~~ the ~~per~~Q2 ~~share~~10-Q ~~price~~on ~~payable~~June ~~to stockholders exercising their redemption rights~~30, ~~whether~~2023. inThe ~~connection with~~Company ~~the~~now ~~vote~~has onuntil anFebruary ~~extension or an initial Business Combination~~12, ~~will~~2024 ~~not~~to befile ~~reduced~~the byQ3 ~~payments~~10-Q ~~required~~and toregain compliance bewith ~~made by~~ the ~~Company under the IR Act~~Rules.

7Extension Amendment Proposal

~~CLEAN~~On August ~~ENERGY~~28, ~~SPECIAL~~2023, ~~SITUATIONS~~the ~~CORP~~Company held a special meeting of its stockholders (the “August 2023 Special Meeting”) whereby the Company’s stockholders approved a proposal to amend the Certificate of Incorporation to extend the date by which the Company has to consummate an initial Business Combination from August 28, 2023 to November 28, 2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) (the “Extension Amendment Proposal”), at the discretion of the Company’s board of directors, upon the payment of certain amounts (the “Extension”). The Company’s Sponsor, officers, directors and their affiliates agreed that if the Extension Amendment Proposal were to be approved and the Extension implemented, they or their affiliates would lend to the Company to be deposited into the Trust Account $0.075 per public share that was not redeemed in connection with the stockholder vote to approve the Extension for first three months of the Extension and then $0.025 per share for each additional month of the Extension needed to consummate an initial Business Combination through the Extended Date. If the Company completes an initial Business Combination, the Company will repay the lenders for the amounts loaned without interest. If the Company does not complete a Business Combination, it will repay such amounts only from funds held outside of the Trust Account, if any. An aggregate of 327,288 shares were redeemed in connection with the August 2023 Special Meeting for an aggregate amount of $3,389,649 or approximately, $10.36 per share. An aggregate of $41,211 has been deposited in the Trust Account in connection with the Extension.

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~7

~~JUNE~~CLEAN ENERGY ~~30,~~SPECIAL ~~2023~~SITUATIONS CORP.

~~(UNAUDITED)~~NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Liquidity~~SEPTEMBER 30, ~~and Going Concern~~2023

As of June 30, 2023, the Company had $26,187 in its operating bank account and working capital deficit of $2,373,184. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (~~as defined below~~UNAUDITED) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

InOn August ~~connection~~28, ~~with~~2023, the Company’s ~~assessment of~~filed ~~going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about~~ an ~~Entity’s~~amendment ~~Ability~~ to ~~Continue as a Going Concern,” management has determined that if~~ the ~~Company~~Certificate isof ~~unable~~Incorporation to ~~complete~~effectuate ~~a Business Combination by November 28, 2023 with~~ the ~~ability~~ toExtension. ~~further~~A ~~extend~~copy ~~such date up to six times by one month each (so a maximum~~ of ~~through May 28, 2024) (see Note 9) and~~ such ~~date~~amendment iswas ~~not~~included ~~extended~~in ~~by stockholders, then~~ the Company’s ~~will~~Current ~~cease~~Report ~~all~~on ~~operations~~Form ~~except~~8-K ~~for~~as filed with the ~~purpose~~SEC ofon ~~liquidating~~September 1, 2023.

~~In connection with the Company’s assessment~~Risks ofand going concern considerations in accordance with FASB Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these financial statements are issued.Uncertainties The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~NOTE~~In March 22020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the world. ~~SUMMARY~~As OFof ~~SIGNIFICANT~~the ~~ACCOUNTING~~date ~~POLICIES~~the condensed financial statement was issued, there was considerable uncertainty around the expected duration of this pandemic. The Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of this condensed financial statement. The condensed financial statement does not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~Inflation Reduction Act of ~~Presentation~~2022

~~The~~On August ~~accompanying~~16, ~~unaudited~~2022, ~~condensed~~the ~~financial statements~~Inflation ~~have~~Reduction ~~been~~Act ~~prepared~~of in2022 ~~accordance~~(the ~~with~~“IR ~~accounting~~Act”) ~~principles~~was ~~generally~~signed ~~accepted~~into infederal ~~the~~law. ~~United~~The ~~States~~IR ofAct ~~America~~provides (“for, among other things, a new U.S. ~~GAAP”)~~ ~~for~~federal ~~interim~~1% ~~financial~~excise ~~information~~tax ~~and~~on incertain ~~accordance~~repurchases ~~with~~of ~~the~~stock ~~instructions~~by topublicly ~~Form~~traded ~~10-Q~~U.S. domestic corporations and certain ~~Article~~U.S. 8domestic subsidiaries of ~~Regulation~~publicly ~~S-X~~traded ~~of the~~foreign ~~Securities~~corporations ~~and~~occurring ~~Exchange~~on ~~Commission~~or ~~(“SEC”)~~after January 1, 2023. ~~Certain~~The ~~information~~excise ortax ~~footnote~~is ~~disclosures~~imposed on ~~normally~~the ~~included~~repurchasing incorporation ~~financial statements~~itself, ~~prepared~~not inits ~~accordance~~shareholders ~~with~~from Uwhich shares are repurchased.S. ~~GAAP~~The ~~have~~amount ~~been~~of ~~condensed~~the orexcise ~~omitted,~~tax ~~pursuant~~is togenerally 1% of the ~~rules~~fair ~~and~~market ~~regulations~~value of the ~~SEC~~shares ~~for interim~~repurchased ~~financial~~at ~~reporting~~the time of the repurchase. ~~Accordingly~~However, ~~they~~for dopurposes ~~not~~of ~~include~~calculating ~~all~~ the ~~information~~excise tax, ~~and~~repurchasing ~~footnotes~~corporations ~~necessary~~are ~~for~~permitted ato ~~complete~~net ~~presentation of~~the ~~financial~~fair ~~position,~~market ~~results~~value of ~~operations,~~certain ornew ~~cash~~stock ~~flows.~~issuances Inagainst the ~~opinion~~fair market value of ~~management,~~stock ~~the~~repurchases ~~accompanying~~during ~~unaudited~~the ~~condensed~~same ~~financial statements~~taxable ~~include~~year. ~~all~~In ~~adjustments~~addition, ~~consisting~~certain exceptions apply to the excise tax. The U.S. Department of athe Treasury ~~normal~~(the ~~recurring~~“Treasury”) ~~nature,~~has ~~which~~been ~~are~~given ~~necessary~~authority ~~for~~to aprovide ~~fair~~regulations ~~presentation~~and ofother ~~the~~guidance ~~financial position,~~to ~~operating~~carry ~~results~~out and ~~cash~~prevent ~~flows~~the abuse ~~for~~or avoidance of the ~~periods~~excise ~~presented~~tax.

~~The accompanying unaudited condensed financial~~On ~~statements~~February ~~should~~27, be2023 ~~read~~and inAugust ~~conjunction~~28, ~~with~~2023, the Company’s ~~Annual~~stockholders ~~Report~~redeemed on15,142,910 ~~Form~~and ~~10-K~~327,288 shares, respectively, for ~~the~~a ~~period~~total of ~~ended~~$155,904,552 ~~December~~and 31$3,389,649, ~~2022~~respectively. The Company evaluated the classification and accounting of the stock redemption under ASC 450, as“Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event will confirm ~~filed~~the ~~with~~loss or impairment of an asset or the ~~SEC~~incurrence onof ~~April~~a ~~10,~~liability ~~2023~~can range from probable to remote. ~~The~~A ~~interim~~contingent ~~results~~liability ~~for~~must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the ~~three~~current status and ~~six~~probability ~~months~~of ~~ended~~completing a ~~June~~Business Combination as of September 30, 2023, ~~are~~and ~~not~~concluded ~~necessarily~~that ~~indicative~~it is probable that a contingent liability should be recorded. As of September 30, 2023, the ~~results~~Company torecorded be$1,592,942 ~~expected~~of ~~for~~excise tax liability calculated as 1% of the ~~year~~shares ~~ending~~redeemed ~~December~~in ~~31,~~connection with the extension of time to consummate an initial Business Combination effectuated in February 2023 orand ~~for~~August ~~any~~2023 ~~future~~referred ~~periods~~to above. As indicated below, there is no assurance that this will be the actual amount of tax that the Company will be required to pay.

~~Emerging~~Any redemption ~~Growth~~or other repurchase in connection with a Business Combination, extension vote or otherwise may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. As a result, the above-referenced excise tax liability recorded as of September 30, 2023 may be more or less than such amount depending on factors that occurred after such date and in the future. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights, whether in connection with the vote on an extension or an initial Business Combination, will not be reduced by payments required to be made by the Company under the IR Act.

~~The Company is an “emerging growth company,”~~Liquidity ~~as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),~~ and itGoing may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.Concern

~~Further,~~As ~~Section~~of ~~102(b)(1)~~September of30, 2023, the ~~JOBS~~Company ~~Act~~had ~~exempts~~$38,813 ~~emerging~~in ~~growth~~its ~~companies~~operating ~~from~~bank ~~being~~account ~~required~~and toworking ~~comply~~capital ~~with~~deficit ~~new~~of or$2,880,612. ~~revised~~If ~~financial~~the ~~accounting~~estimate ~~standards~~of ~~until~~the ~~private~~costs ~~companies~~of ~~(that is,~~identifying ~~those~~a ~~that~~target ~~have~~business, undertaking ~~not~~in-depth ~~had~~due adiligence ~~Securities~~and ~~Act~~negotiating ~~registration~~a ~~statement~~Business ~~declared~~Combination ~~effective~~are orless dothan ~~not~~the ~~have~~actual aamount ~~class~~necessary ofto ~~securities~~do ~~registered under~~so, the ~~Exchange~~Company may ~~Act)~~have ~~are~~insufficient ~~required~~funds available to ~~comply~~operate ~~with~~its ~~the~~business ~~new~~prior orto ~~revised~~a ~~financial~~Business ~~accounting standards~~Combination. ~~The~~Moreover, ~~JOBS~~the ~~Act~~Company ~~provides~~may ~~that~~need ato ~~company~~obtain ~~can~~additional ~~elect~~financing toor ~~opt~~draw ~~out~~on of the ~~extended~~Working ~~transition~~Capital ~~period~~Loans ~~and~~(as ~~comply~~defined ~~with~~below) ~~the~~either ~~requirements~~to ~~that~~complete ~~apply~~a toBusiness ~~non-emerging~~Combination ~~growth~~or ~~companies~~because ~~but~~it becomes ~~any~~obligated ~~such election~~ to ~~opt~~redeem ~~out~~a issignificant ~~irrevocable.~~number ~~The~~of ~~Company~~the ~~has~~Public ~~elected~~Shares ~~not~~upon toconsummation ~~opt out~~ of ~~such~~a ~~extended~~Business ~~transition~~Combination, ~~period~~in which ~~means~~case ~~that when~~the aCompany ~~standard~~may issue isadditional ~~issued~~securities or ~~revised~~incur ~~and~~debt itin ~~has~~connection ~~different~~with ~~application~~such ~~dates~~Business ~~for~~Combination. ~~public~~Subject orto ~~private~~compliance ~~companies~~with applicable securities laws, the Company, aswould anonly ~~emerging growth~~complete ~~company,~~such ~~can~~financing ~~adopt~~simultaneously with the ~~new~~completion orof ~~revised~~our ~~standard~~Business atCombination. If the ~~time~~Company ~~private~~is unable ~~companies~~to ~~adopt~~complete the ~~new~~Business orCombination ~~revised~~because ~~standard.~~it ~~This~~does ~~may~~not ~~make~~have ~~comparison of~~sufficient funds available, the Company’s ~~condensed~~will ~~financial~~be ~~statement~~forced ~~with~~to ~~another~~cease ~~public~~operations and ~~company~~liquidate ~~which~~the isTrust ~~neither~~Account. anIn ~~emerging~~addition, ~~growth~~following ~~company~~the ~~nor~~Business ancombination, ~~emerging growth~~if ~~company~~cash ~~which~~on ~~has~~hand ~~opted~~is ~~out~~insufficient, ~~of using~~ the ~~extended~~Company ~~transition~~may ~~period~~need to ~~difficult~~obtain oradditional ~~impossible~~financing ~~because~~in oforder ~~the~~to ~~potential~~meet ~~differences in~~its ~~accounting standards used~~obligations.

CLEAN ENERGY SPECIAL SITUATIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2023

(UNAUDITED)

~~Use~~On February 27, 2023, the Company held a special meeting of ~~Estimates~~its stockholders whereby the Company’s stockholders approved a proposal to extend the date the Company had to consummate an initial business combination from February 28, 2023 to August 28, 2023.

~~The~~On August ~~preparation~~28, of2023, the ~~condensed~~Company ~~financial~~held ~~statements in~~a ~~conformity~~special ~~with~~meeting ~~U.S.~~of ~~GAAP~~its ~~requires~~stockholders (the “August 2023 Special Meeting”) whereby the Company’s stockholders ~~management~~approved a proposal to ~~make~~amend ~~estimates~~the ~~and~~Certificate ~~assumptions~~of ~~that~~Incorporation ~~affect~~to extend the ~~reported~~date ~~amounts~~by which the Company has to consummate ofan ~~assets~~initial ~~and~~Business ~~liabilities~~Combination ~~and~~from ~~disclosure~~August of28, ~~contingent~~2023 ~~assets~~to ~~and~~November ~~liabilities~~28, at2023 with the ability to further extend such date up to six times by one month each (so a maximum of through May 28, 2024) (the ~~financial~~“Extension ~~statements~~Amendment ~~and~~Proposal”), at the ~~reported amounts~~discretion of ~~revenues~~the ~~and~~Company’s board ~~expenses~~of ~~during~~directors, upon the ~~reporting~~payment ~~period~~of certain amounts (the “Extension”).

~~Making~~In connection ~~estimates~~with ~~requires~~the ~~management~~Company’s toassessment ~~exercise significant~~of ~~judgment.~~going Itconcern isconsiderations atin ~~least~~accordance ~~reasonably~~with ~~possible~~Financial ~~that~~Accounting ~~the~~Standard ~~estimate~~Board’s (“FASB’s”) ofAccounting ~~the~~Standards ~~effect~~Update of(“ASU”) ~~a condition~~2014-15, ~~situation~~“Disclosures orof ~~set~~Uncertainties ofabout ~~circumstances~~an Entity’s ~~that~~Ability ~~existed~~to atContinue ~~the~~as ~~date~~a ofGoing ~~the~~Concern,” ~~financial~~management ~~statements,~~has ~~which~~determined ~~management~~that ~~considered~~if inthe ~~formulating~~Company ~~its~~is ~~estimate,~~unable ~~could~~to ~~change~~complete ina ~~the~~Business ~~near~~Combination ~~term~~within ~~due~~the toCombination ~~one~~Period orand ~~more~~such ~~future~~period ~~confirming~~is ~~events.~~not ~~Accordingly~~extended by stockholders, then the ~~actual~~Company ~~results~~will ~~could~~cease ~~differ~~all ~~significantly~~operations ~~from~~except ~~those~~for the ~~estimates~~purpose of liquidating.

~~Cash~~In connection ~~and~~with ~~Cash~~the ~~Equivalents~~Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity conditions raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these financial statements are issued. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The Company considers all short-term investments~~NOTE ~~with an original maturity of three months or less when purchased to be cash equivalents~~2. ~~The~~SUMMARY ~~Company~~OF ~~did~~SIGNIFICANT ~~not~~ACCOUNTING ~~have any cash equivalents as of June 30, 2023, and December 31, 2022.~~POLICIES

~~Marketable~~Basis of ~~Securities Held in Trust Account~~Presentation

AtThe accompanying ~~June~~unaudited ~~30,~~condensed ~~2023~~financial ~~and~~statements ~~December~~have ~~31,~~been ~~2022,~~prepared ~~substantially all~~in ofaccordance ~~the~~with ~~assets~~accounting ~~held~~principles generally accepted in the ~~Trust~~United ~~Account~~States ~~were~~of ~~held~~America (“U.S. GAAP”) for interim financial information and in ~~money~~accordance ~~market~~with ~~funds~~the ~~which~~instructions ~~are~~to Form ~~invested~~10-Q ~~primarily~~and inArticle ~~U.S.~~8 ~~Treasury~~of ~~Bills.~~Regulation ~~All~~S-X of the ~~Company’s~~Securities ~~investments~~and ~~held~~Exchange inCommission ~~the~~(“SEC”). ~~Trust~~Certain ~~Account~~information ~~are~~or ~~classified~~footnote disclosures asnormally ~~trading~~included ~~securities.~~in ~~Trading~~financial ~~securities~~statements ~~are~~prepared ~~presented~~in onaccordance ~~the balance~~with ~~sheet~~U.S. atGAAP ~~fair~~have ~~value~~been atcondensed or omitted, pursuant to the ~~end~~rules and regulations of ~~each~~the ~~reporting~~SEC ~~period.~~for ~~Gains~~interim ~~and~~financial ~~losses~~reporting. ~~resulting~~Accordingly, ~~from~~they ~~the~~do ~~change~~not ininclude ~~fair~~all ~~value~~the ofinformation ~~investments~~and footnotes ~~held~~necessary infor ~~the~~a ~~Trust~~complete ~~Account~~presentation ~~are~~of ~~included~~financial inposition, ~~interest~~results ~~earned~~of onoperations, ~~marketable~~or ~~securities~~cash ~~held~~flows. inIn ~~Trust~~the ~~Account~~opinion inof ~~the~~management, the accompanying unaudited condensed financial statements include all adjustments, consisting of ~~operations.~~a ~~The~~normal ~~estimated~~recurring nature, which are necessary for a fair ~~values~~presentation of ~~investments~~the ~~held~~financial inposition, ~~Trust~~operating ~~Account~~results ~~are~~and ~~determined~~cash ~~using~~flows ~~available~~for ~~market~~the ~~information~~periods presented.

~~Deferred~~The accompanying ~~Financing~~unaudited ~~Agreement~~condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on April 10, 2023. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.

~~In connection with the Transaction, the Sponsor~~Emerging ~~agreed~~Growth ~~to pay for obligations of the~~ Company. The Company deferred the full amount of the fair value of the shares on May 15, 2023. When advances are received under the loan, the Company records a debt discount and amortizes the debt discount as interest expense over the life of the loan.

~~Common~~The Company ~~Stock~~is ~~Subject~~an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to ~~Possible~~other ~~Redemption~~public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~The~~Further, Section ~~Company~~102(b)(1) ~~accounts~~of ~~for~~the ~~its~~JOBS ~~common~~Act ~~stock~~exempts ~~subject~~emerging togrowth ~~possible~~companies ~~redemption in~~from ~~accordance~~being required to comply with ~~the~~new ~~guidance~~or inrevised ~~Accounting~~financial ~~Standards~~accounting standards ~~Codification~~until private companies (~~“ASC”)~~that ~~Topic~~is, ~~480~~those ~~“Distinguishing~~that ~~Liabilities~~have ~~from Equity.”~~not ~~Common~~had ~~stock~~a ~~subject~~Securities toAct ~~mandatory~~registration ~~redemption~~statement isdeclared ~~classified~~effective asor do not have a ~~liability~~class ~~instrument~~of ~~and~~securities isregistered ~~measured~~under atthe ~~fair~~Exchange ~~value.~~Act) ~~Conditionally redeemable~~are ~~common~~required ~~stock~~to ~~(including~~comply ~~common~~with ~~stock~~the ~~that~~new ~~features~~or ~~redemption~~revised ~~rights~~financial ~~that~~accounting standards. isThe ~~either~~JOBS ~~within~~Act ~~the~~provides ~~control~~that ofa ~~the~~company ~~holder~~can orelect ~~subject~~ to ~~redemption~~opt ~~upon~~out of the ~~occurrence~~extended oftransition ~~uncertain~~period ~~events~~and ~~not~~comply ~~solely~~with ~~within~~ the ~~Company’s~~requirements that ~~control)~~apply isto ~~classified~~non-emerging asgrowth ~~temporary~~companies ~~equity. At~~but ~~all~~any ~~other~~such ~~times,~~election ~~common~~to ~~stock~~opt out is ~~classified as stockholders’ equity~~irrevocable. The Company’s ~~common~~has ~~stock~~elected ~~features~~not ~~certain~~to ~~redemption~~opt out of ~~rights~~such ~~that~~extended ~~are~~transition ~~considered~~period towhich bemeans ~~outside~~that ofwhen ~~the~~a ~~Company’s~~standard ~~control~~is ~~and~~issued ~~subject~~or torevised ~~occurrence~~and ofit ~~uncertain~~has ~~future~~different ~~events.~~application Indates ~~connection~~for public ~~with~~or ~~the~~private ~~special~~companies, ~~meeting~~the ofCompany, ~~stockholders~~as ~~held~~an onemerging ~~February~~growth 27company, ~~2023,~~can ~~holders~~adopt ofthe annew ~~aggregate~~or ofrevised ~~15,142,910~~standard ~~public~~at ~~shares~~the ~~exercised~~time ~~their~~private companies ~~right~~adopt tothe ~~redeem~~new ~~their~~or ~~shares~~revised ~~for~~standard. anThis ~~aggregate~~may ofmake ~~$155,904,552~~comparison inof ~~cash. Accordingly,~~ the ~~1,975,714~~Company’s ~~and~~condensed ~~17,118,624~~financial ~~shares~~statement ofwith ~~common~~another ~~stock~~public ~~subject~~company towhich ~~possible~~is ~~redemption~~neither atan ~~$10.12~~emerging ~~and~~growth ~~$10.20~~company ~~redemption~~nor ~~value~~an asemerging ofgrowth ~~June~~company ~~30,~~which ~~2023~~has ~~and~~opted ~~December~~out ~~31,~~of ~~2022,~~using ~~respectively,~~the ~~are~~extended ~~presented~~transition asperiod ~~temporary~~difficult ~~equity,~~or ~~outside~~impossible because of the ~~stockholders’~~potential ~~deficit~~differences ~~section~~in ofaccounting ~~the~~standards ~~Company’s condensed balance sheets~~used.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.9

~~At June 30, 2023 and December 31, 2022, the common~~CLEAN ~~stock~~ENERGY ~~reflected~~SPECIAL inSITUATIONS ~~the balance sheets are reconciled in the following table:~~CORP.

Common stock subject to possible redemption, December 31, 2022	$	174,634,977
Less:
Share Redemption — March 8, 2023		(155,904,552	)
Plus
Accretion of carrying value to redemption value		1,271,382
Common stock subject to possible redemption, June 30, 2023	$	20,001,807

NOTES TO CONDENSED FINANCIAL STATEMENTS

9SEPTEMBER 30, 2023

~~CLEAN ENERGY SPECIAL SITUATIONS CORP.~~(UNAUDITED)

~~NOTES~~Use of ~~TO CONDENSED FINANCIAL STATEMENTS~~Estimates

~~JUNE~~The preparation ~~30,~~of ~~2023~~the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~(UNAUDITED)~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~Warrant~~Cash and ~~Classification~~Cash Equivalents

The Company ~~accounts~~considers ~~for~~all ~~warrants as either equity~~short-~~classified or~~term ~~liability-classified~~investments ~~instruments~~with ~~based on~~ an ~~assessment~~original maturity of ~~the~~three ~~warrant’s~~months ~~specific~~or ~~terms~~less ~~and~~when ~~applicable~~purchased ~~authoritative~~to ~~guidance in~~be ~~Financial~~cash ~~Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”)~~equivalents. The ~~assessment~~Company ~~considers whether~~did ~~the~~not ~~warrants~~have ~~are~~any ~~freestanding~~cash ~~financial~~equivalents ~~instruments~~as ~~pursuant to ASC 480, meet the definition~~ of aSeptember ~~liability pursuant to ASC 480~~30, ~~and~~ ~~whether the warrants meet all of the requirements for equity classification under ASC 815~~2023, ~~including~~and ~~whether~~December ~~the warrants are indexed to the Company’s own common stock~~31, ~~among other conditions for equity classification~~2022. ~~This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.~~

~~For issued or modified warrants that meet all~~Marketable ofSecurities ~~the~~Held ~~criteria for equity classification, the warrants are required to be recorded as a component of additional paid-~~in ~~capital~~Trust at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.Account

~~Income~~At September ~~Taxes~~30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury Bills. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.

~~The Company accounts for income taxes under ASC~~Deferred ~~740,~~Financing “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (56.1 and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 41.5% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023, due to the valuation allowance on the deferred tax assets and interest expenses associated with the debt discount on the related party promissory note. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 due to the valuation allowance on the deferred tax assets.Agreement

~~ASC~~In connection ~~740~~with ~~also~~the ~~clarifies~~Transaction, the ~~accounting~~Sponsor ~~for~~agreed ~~uncertainty in~~to ~~income~~pay ~~taxes~~for ~~recognized~~obligations inof anthe ~~enterprise’s~~Company. ~~financial~~The ~~statements~~Company ~~and~~deferred ~~prescribes~~the afull ~~recognition~~amount ~~threshold~~of ~~and measurement process~~the ~~for~~fair ~~financial~~value ~~statement recognition and measurement~~ of athe ~~tax~~shares ~~position~~on ~~taken~~May or15, ~~expected~~2023. toWhen beadvances ~~taken~~are inreceived aunder ~~tax~~the ~~return.~~loan, ~~For~~the ~~those~~Company ~~benefits to~~records ~~be recognized,~~ a ~~tax~~debt ~~position~~discount ~~must~~and ~~be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides~~amortizes ~~guidance~~the ondebt ~~derecognition,~~discount ~~classification,~~as interest ~~and~~expense ~~penalties,~~over ~~accounting~~the inlife ~~interim~~of ~~period,~~the ~~disclosure and transition~~loan.

~~The Company recognizes accrued interest and penalties~~Common ~~related~~Stock Subject to ~~unrecognized~~Possible tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.Redemption

The Company ~~has~~accounts ~~identified~~for its common stock subject to possible redemption in accordance with the ~~United~~guidance ~~States~~in asAccounting Standards Codification ~~its~~(“ASC”) ~~only~~Topic 480 “~~major~~Distinguishing Liabilities from Equity.” ~~tax~~Common ~~jurisdiction~~stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. ~~The~~Conditionally ~~Company~~redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to ~~income~~redemption ~~taxation~~upon bythe ~~major~~occurrence ~~taxing~~of ~~authorities~~uncertain ~~since~~events ~~inception~~not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ ~~These~~equity. ~~examinations~~The ~~may~~Company’s ~~include~~common ~~questioning~~stock features certain redemption rights that are considered to be outside of the ~~timing~~Company’s control and ~~amount~~subject to occurrence of ~~deductions,~~uncertain future events. In connection with the ~~nexus~~special meeting of ~~income~~stockholders ~~among~~held ~~various~~on ~~tax~~February 27, ~~jurisdictions~~2023 and August 28, 2023, holders of an aggregate of 15,142,910 and 327,288 public shares, respectively, exercised their right to ~~compliance~~redeem ~~with~~their ~~federal~~shares for an aggregate of $155,904,552 and ~~state~~$3,389,649 ~~tax~~in ~~laws~~cash, respectively. ~~The~~Accordingly, ~~Company’s~~the ~~management~~1,648,426 ~~does~~and ~~not~~17,118,624 shares ~~expect~~of ~~that~~common ~~the~~stock ~~total~~subject ~~amount~~to possible redemption at $10.22 and $10.20 redemption value as of ~~unrecognized~~September ~~tax~~30, ~~benefits~~2023 and December 31, ~~will~~2022, ~~materially~~respectively, ~~change~~are ~~over~~presented as temporary equity, outside of the ~~next~~stockholders’ ~~twelve~~deficit ~~months~~section of the Company’s condensed balance sheets.

~~Net~~The Company ~~Income~~recognizes ~~(Loss)~~changes ~~per~~in ~~Common~~redemption ~~Share~~value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

~~The~~At September ~~Company~~30, ~~complies~~2023 ~~with accounting~~ and ~~disclosure requirements~~December of31, ~~FASB ASC Topic 260~~2022, ~~Earnings Per Share. Net income (loss) per share is computed by dividing net income (loss) by~~ the ~~weighted average number of~~ common ~~shares~~stock ~~outstanding~~reflected ~~for~~in the ~~period.~~balance ~~Accretion~~sheets ~~associated~~are ~~with~~reconciled ~~the~~in ~~redeemable shares of common stock is excluded from earnings per share as~~ the ~~redemption~~following ~~value approximates fair value.~~table:

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the private placement, and (iii) the shares under the Rights Agreement since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented.

Common stock subject to possible redemption, December 31, 2022	$	174,634,977
Less:
Share Redemption — March 8, 2023		(159,294,201	)
Plus
Accretion of carrying value to redemption value		1,505,317
Common stock subject to possible redemption, September 30, 2023	$	16,846,093

CLEAN ENERGY SPECIAL SITUATIONS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~JUNE~~ SEPTEMBER 30, 2023

(UNAUDITED)

~~The following table reflects the calculation of~~Warrant ~~basic and diluted net income (loss) per common share (in dollars, except per share amounts):~~Classification

	Three Months Ended June 30, 2023						Three Months Ended June 30, 2022				Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
	Redeemable			Non- redeemable			Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable			Non- redeemable
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(35,410	)	$	(97,178	)	$	11,486	$	3,598	$	277,819	$	198,735	$	(146,573	)	$	(45,921	)
Denominator:
Basic and diluted weighted average common stock outstanding		1,954,239			5,363,215			17,118,624		5,363,215		7,497,438		5,363,215		17,118,624			5,363,215
Basic and diluted net (loss) income per common stock	$	(0.02	)	$	(0.02	)	$	0.00	$	0.00	$	0.04	$	0.04	$	(0.01	)	$	(0.01	)

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~Concentration~~For issued or modified warrants that meet all of ~~Credit~~the ~~Risk~~criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.

~~Financial instruments that potentially subject~~Income the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts.Taxes

~~Fair~~The Company ~~Value~~accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of ~~Financial~~deferred tax ~~Instruments~~assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (33.00%) and 31.43% for the three months ended September 30, 2023 and 2022, respectively, and 59.10% and 48.13% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023, due to the valuation allowance on the deferred tax assets and interest expenses associated with the debt discount on the related party promissory note. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 due to the valuation allowance on the deferred tax assets.

~~The~~ASC 740 ~~fair~~also ~~value~~clarifies of the ~~Company~~accounting for uncertainty in income taxes recognized in an enterprise’s ~~assets~~financial statements and prescribes ~~liabilities,~~a ~~which~~recognition ~~qualify~~threshold asand measurement process for financial ~~instruments~~statement ~~under~~recognition ~~ASC~~and ~~Topic~~measurement ~~820,~~of ~~“Fair~~a ~~Value~~tax ~~Measurement,”~~position ~~approximates~~taken ~~the~~or ~~carrying~~expected ~~amounts~~to ~~represented~~be taken in ~~the~~a ~~accompanying~~tax ~~condensed~~return. ~~balance~~For ~~sheets~~those benefits to be recognized, ~~primarily~~a ~~due~~tax toposition ~~their~~must ~~short~~be more-~~term~~likely-than-not ~~nature~~to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

~~Recent~~The Company ~~Accounting~~recognizes ~~Standards~~accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

InThe Company ~~August~~has ~~2020,~~identified the ~~FASB~~United ~~issued~~States ~~ASU~~as ~~No.~~its ~~2020-06,~~ only “~~Debt—Debt with~~major” ~~Conversion~~tax ~~and~~jurisdiction. ~~Other~~The ~~Options~~Company ~~(Subtopic~~is ~~470-20)~~subject ~~and~~to ~~Derivatives~~income ~~and Hedging—Contracts in Entity’s Own Equity (Subtopic~~taxation ~~815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments~~ by ~~removing~~ major ~~separation~~taxing ~~models~~authorities ~~required~~since ~~under current U~~inception.S ~~GAAP.~~These ~~ASU~~examinations ~~2020-06~~may ~~removes certain~~include ~~settlement~~questioning ~~conditions~~the ~~that~~timing ~~are~~and ~~required~~amount ~~for~~of ~~equity~~deductions, ~~contracts~~the tonexus of ~~qualify~~income ~~for~~among ~~the~~various ~~derivative~~tax ~~scope~~jurisdictions ~~exception,~~ and itcompliance ~~also~~with ~~simplifies the~~federal ~~diluted~~and ~~earnings~~state ~~per~~tax ~~share calculation in certain areas~~laws. ~~ASU~~ ~~2020-06~~The isCompany’s ~~effective~~management ~~for~~does ~~fiscal~~not ~~years beginning after December~~expect ~~15,~~that ~~2023,~~the ~~including~~total ~~interim~~amount ~~periods within those fiscal years, with early adoption permitted. We adopted ASU 2020-06 effective as~~ of ~~January~~unrecognized 1,tax ~~2021.~~benefits ~~The~~will ~~adoption~~materially ofchange ~~ASU~~over ~~2020-06 did not have an impact on~~ the ~~Company’s~~next ~~condensed~~twelve ~~financial statements~~months.

~~Management does not believe that any recently~~Net ~~issued,~~(Loss) ~~but~~Income ~~not~~per ~~yet~~Common ~~effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.~~Share

~~NOTE~~The Company 3complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. ~~PUBLIC~~Net ~~OFFERING~~(loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

~~Pursuant~~The calculation toof diluted (loss) income per share does not consider the ~~Initial~~effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the ~~Company~~private ~~sold 15~~placement,~~000,000 Units,~~ atand a(iii) ~~price~~the ofshares ~~$10.00~~under ~~per~~the ~~Unit~~Rights onAgreement ~~August~~since ~~30,~~the ~~2021.~~exercise ~~Each~~of ~~Unit~~the ~~consists~~warrants is contingent upon the occurrence of ~~one~~future ~~share~~events. As of ~~common~~September ~~stock~~30, 2023 and ~~one-half~~2022, ofthe ~~one~~Company ~~Public~~did ~~Warrant. Each~~not ~~whole~~have ~~Public~~any ~~Warrant~~dilutive ~~entitles~~securities ~~the~~or ~~holder~~other tocontracts that ~~purchase~~could, ~~one~~potentially, ~~share~~be ofexercised or converted into common stock atand athen ~~price~~share in the earnings of ~~$11~~the Company.50 ~~per~~As ~~share~~a result, ~~subject to adjustment~~diluted net (~~see~~loss) ~~Note~~income 7per common stock is the same as basic net (loss) income per common stock for the periods presented.

On September 3, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and forfeited the remaining balance. On September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units pursuant to the partial exercise of the underwriters’ over-allotment option.11

11CLEAN ENERGY SPECIAL SITUATIONS CORP.

~~CLEAN~~NOTES TO ~~ENERGY~~CONDENSED ~~SPECIAL~~FINANCIAL ~~SITUATIONS CORP.~~STATEMENTS

~~NOTES~~SEPTEMBER 30, ~~TO CONDENSED FINANCIAL STATEMENTS~~2023

~~JUNE 30, 2023~~(UNAUDITED)

The following table reflects the calculation of basic and diluted net (~~UNAUDITED~~loss) income per common share (in dollars, except per share amounts):

NOTE 4. PRIVATE PLACEMENT

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022				Nine months Ended September 30, 2023				Nine months Ended September 30, 2022
	Redeemable			Non- redeemable			Redeemable		Non- redeemable		Redeemable		Non- redeemable		Redeemable		Non- redeemable
Basic and diluted net (loss) income per common stock
Numerator:
Allocation of net (loss) income, as adjusted	$	(53,211	)	$	(153,572	)	$	289,707	$	90,765	$	137,764	$	132,007	$	143,134	$	44,844
Denominator:
Basic and diluted weighted average common stock outstanding		1,858,317			5,363,215			17,118,624		5,363,215		5,597,075		5,363,215		17,118,624		5,363,215
Basic and diluted net (loss) income per common stock	$	(0.03	)	$	(0.03	)	$	0.02	$	0.02	$	0.02	$	0.02	$	0.01	$	0.01

~~Simultaneously with the closing of the Initial~~Concentration ~~Public Offering on August 30, 2021, the Sponsor and EarlyBirdCapital, Inc. purchased an aggregate~~ of ~~645,000~~Credit Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,450,000. On September 7, 2021, the Company consummated the sale of an additional 63,559 Private Placement Units, at $10.00 per Private Placement Unit. The proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Units and underlying securities.Risk

~~NOTE~~Financial instruments 5that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. ~~RELATED~~The ~~PARTY~~Company ~~TRANSACTIONS~~ has not experienced losses on these accounts.

~~Founder~~Fair Value ~~Shares~~ of Financial Instruments

~~In October 2020, the Sponsor paid $25,000~~The tofair ~~cover~~value ~~certain offering costs~~ of the Company ~~in consideration for 2,875,000 of the Company~~’s ~~common~~assets ~~stock~~and ~~(the “Founder Shares”). As of February 16~~liabilities, ~~2021,~~which ~~the~~qualify ~~Company~~as ~~effected~~financial ainstruments ~~dividend~~under ofASC ~~0.5~~Topic ~~shares for each outstanding share of common stock~~820, ~~resulting in~~“Fair ~~there being an aggregate of 4,312,500 Founder Shares outstanding. The Founder Shares included an aggregate of up to 562,500 shares~~Value ~~that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised~~Measurement,” soapproximates ~~that~~ the ~~number~~carrying ofamounts ~~Founder~~represented ~~Shares would equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares~~ in the ~~Initial~~accompanying ~~Public~~condensed ~~Offering~~balance ~~and~~sheets, ~~excluding~~primarily ~~the~~due ~~EBC founder shares) (see Note 6). As a result of the underwriters’ election~~ to ~~partially exercise~~ their ~~over~~ short-~~allotment~~term ~~option, a total of 529,656 Founder Shares are no longer subject to forfeiture~~nature. ~~Accordingly, 32,844 Founder Shares were forfeited by the Sponsor.~~

~~The Sponsor and other holders of the Founder~~Recent ~~Shares~~Accounting have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until, with respect to 50% of the Founder Shares, the earlier of one year after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Standards

In ~~connection~~December ~~with the Initial Public Offering~~2023, ~~each~~ ~~anchor investor acquired from~~ the ~~Sponsor~~FASB anissued ~~indirect~~ASU ~~economic~~2023-09, ~~interest~~Income inTaxes ~~the~~(Topic 740): ~~Founder~~Improvements ~~Shares~~to aIncome ~~total~~Tax ofDisclosures 2(“ASU 2023-09”),~~163,889~~ ~~Founder~~which ~~Shares. The~~requires ~~Company~~disclosure ~~estimated the aggregate fair value~~ of ~~the~~incremental ~~Founder~~income ~~Shares~~tax ~~attributable~~information within to the ~~Anchor~~rate ~~Investors~~reconciliation toand beexpanded ~~$13,783,973,~~disclosures ~~or $6.37 per share. The excess~~ of ~~the~~income ~~fair~~taxes ~~value of the Founder Shares over the amount~~ paid, ~~was~~among ~~determined~~other todisclosure berequirements. aASU ~~contribution~~2023-09 tois ~~the Company~~effective ~~from~~for ~~the~~fiscal ~~founders~~years inbeginning ~~accordance~~after ~~with~~December ~~Staff~~15, ~~Accounting~~2024. ~~Bulletin~~Early ~~(“SAB”)~~adoption ~~Topic~~is 5Tpermitted. ~~and~~The ancompany’s ~~offering~~management ~~cost~~does innot ~~accordance~~believe ~~with~~the ~~SAB~~adoption ~~Topic~~of ~~5A.~~ASU ~~Accordingly,~~2023-09 ~~the~~will ~~offering~~have ~~cost~~a ~~were~~material ~~recorded~~impact ~~against~~on ~~additional~~its ~~paid~~consolidated infinancial ~~capital~~statements inand ~~accordance with the accounting of other offering costs~~disclosures.

~~On May 15, 2023, the Sponsor and certain~~Management ~~other~~does ~~holders~~not ofbelieve ~~Founder~~that ~~Shares~~any ~~(hereinafter~~recently ~~the “Transferors”) entered into an agreement to transfer an aggregate of 950~~issued,~~000 Founders~~ ~~Shares~~but ~~(the~~not ~~“Transaction”)~~yet ~~to certain individuals (collectively~~effective, ~~the~~accounting ~~“Share Recipients”). The estimated fair value of the shares transferred to the Share Recipients was $519~~standards,~~926~~ orif ~~$0.5473~~currently ~~per share. In accordance with~~adopted, ~~ASU~~would ~~2020-06,~~have ~~Accounting for~~a ~~Convertible~~material ~~Instruments and Contracts in an Entity’s Own Equity, the Transaction is considered to be in exchange for the receipt~~effect ofon ~~a working capital loan for which~~ the ~~loan amounts shall be used to pay for the liabilities of the~~ Company’s ~~(hereinafter,~~condensed ~~the~~financial ~~“Deferred Financing Agreement”)~~statements.

~~Administrative~~NOTE 3. ~~Services~~PUBLIC ~~Agreement~~ OFFERING

~~The~~Pursuant to ~~Company~~the ~~entered~~Initial ~~into~~Public anOffering, ~~agreement~~the ~~with its~~Company ~~counsel,~~sold ~~Graubard Miller~~15,000,000 ~~commencing on August 30~~Units, ~~2021.~~at ~~Until~~a ~~completion~~price of ~~the~~$10.00 ~~Business~~per ~~Combination~~Unit oron ~~the~~August ~~Company’s liquidation~~30, ~~Graubard~~ ~~Miller~~2021. ~~shall~~Each ~~make~~Unit ~~available~~consists of toone ~~the~~share ~~Company~~of ~~certain~~common ~~office~~stock ~~space~~ and ~~administrative~~one-half ~~and~~of ~~support~~one ~~services~~Public asWarrant. ~~may~~Each bewhole ~~required~~Public ~~by the~~Warrant ~~Company~~entitles ~~from~~the ~~time~~holder to ~~time,~~purchase ~~situated~~one atshare of ~~405~~common ~~Lexington~~stock ~~Avenue,~~at ~~New~~a ~~York,~~price ~~New~~of ~~York~~$11.50 ~~10174~~per ~~(or~~share, ~~any~~subject ~~successor~~to ~~location)~~adjustment ~~free~~(see ofNote ~~charge~~7).

12On September 3, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and forfeited the remaining balance. On September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units pursuant to the partial exercise of the underwriters’ over-allotment option.

~~CLEAN ENERGY SPECIAL SITUATIONS CORP.~~12

~~NOTES~~CLEAN ENERGY TOSPECIAL ~~CONDENSED~~SITUATIONS ~~FINANCIAL STATEMENTS~~CORP.

~~JUNE~~NOTES TO ~~30,~~CONDENSED ~~2023~~FINANCIAL STATEMENTS

~~(UNAUDITED)~~SEPTEMBER 30, 2023

~~Deferred Financing Agreement — Related Party~~ (UNAUDITED)

~~On May 15, 2023, in connection with the Deferred~~NOTE ~~Financing Agreement, the Company deferred the full amount of the fair value of the Founders Shares transferred as part of the Transaction as an asset, with an offsetting charge to accumulated deficit~~4. ~~The~~PRIVATE initial draw under the Deferred Financing Agreement was under a promissory note for an aggregate of $305,000 (see “Promissory Note – related party” below) on May 16, 2023. Upon the first draw under the Deferred Financing Agreement, the Company recorded a debt discount of $305,000 to be amortized as interest expense over the life of the loan. Any subsequent draws under the Deferred Financing Agreement will be recorded by the Company as an additional debt discount and amortized over the life of the loan issued. In the event the Company does not draw down the entire fair value originally deferred as an asset, the Company will expense the remaining fair value deferred at the time in which all loans reach the end of their life. The Company recognized $130,715 in interest expense for the three and six-month periods ended June 30, 2023 included in the Company’s condensed statements of operations. As of June 30, 2023, the remaining balance available under the Deferred Financing agreement is $214,926 and included in the Company’s condensed balance sheets.PLACEMENT

~~Promissory~~Simultaneously with ~~Notes~~the —closing ~~Related~~of ~~Party~~ the Initial Public Offering on August 30, 2021, the Sponsor and EarlyBirdCapital, Inc. purchased an aggregate of 645,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $6,450,000. On September 7, 2021, the Company consummated the sale of an additional 63,559 Private Placement Units, at $10.00 per Private Placement Unit. The proceeds from the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Units and underlying securities.

~~On December 17, 2020, the Company issued~~NOTE ~~an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $150,000~~5. ~~The~~ ~~Initial~~RELATED ~~Promissory~~PARTY ~~Note was non-interest bearing and, as of June 30, 2023 and December 31, 2022, there was no outstanding balance.~~TRANSACTIONS

~~During the six months ended June 30, 2023,~~Founder the Company issued two promissory notes to IME Spain General Partner S.L., pursuant to which the Company can borrow up to an aggregate principal amount of $91,121. These promissory notes were non-interest bearing and were fully repaid during the six months ended June 30, 2023. As of June 30, 2023, the balance due is $0.Shares

OnIn October ~~May 15~~2020, ~~2023, in connection with~~ the ~~Deferred~~Sponsor ~~Financing~~paid ~~Agreement~~$25,000 ~~the~~to ~~Share~~cover ~~Recipients~~certain ~~agreed~~offering tocosts ~~advance~~of to the Company anin ~~aggregate~~consideration offor ~~$400~~2,875,000 of the Company’s common stock (the “~~Initial Loan~~Founder ~~Amount~~Shares”). inAs ~~connection~~of ~~with~~February 16, 2021, the ~~above~~Company ~~referred~~effected ~~transfer~~a dividend of ~~Founders Shares~~0.5 Onshares ~~May~~for ~~15,~~each ~~2023~~outstanding share of common stock, ~~the~~resulting ~~Sponsor~~in ~~issued~~there abeing ~~$305~~an aggregate of 4,~~000~~312,500 Founder Shares outstanding. The Founder Shares included an ~~promissory~~aggregate ~~note~~of up to ~~the~~562,500 ~~Company~~shares that were subject to ~~pay~~forfeiture ~~for~~depending ~~existing~~on ~~liabilities~~the ofextent to which the ~~Company~~underwriters’ atover-allotment option ~~issuance.~~was ~~This~~exercised, ~~promissory~~so ~~note~~that isthe ~~non-interest~~number ~~bearing and~~of ~~due~~Founder ~~upon~~Shares ~~completion~~would equal 20% of the Company’s ~~initial~~issued ~~Business~~and ~~Combination.~~outstanding Ascommon ofstock after ~~June~~the ~~30,~~Initial ~~2023,~~Public ~~there~~Offering ~~was~~(assuming anthe ~~aggregate~~Sponsor ofdid ~~$174,285 outstanding~~not ~~under~~purchase any Public Shares in the “Initial ~~Loan~~Public ~~Amount”~~Offering ~~which~~and isexcluding the ~~net~~EBC founder shares) (see Note 6). As a result of the ~~which~~underwriters’ iselection ~~net~~to ofpartially aexercise ~~debt~~their ~~discount~~over-allotment option, a total of ~~$130~~529,~~715~~656 ~~recognized~~Founder ~~for the~~Shares ~~three~~are ~~and~~no ~~six-months~~longer ~~ended~~subject ~~June~~to 30forfeiture. Accordingly, ~~2023~~32,844 Founder Shares were forfeited by the Sponsor.

The Sponsor ~~Company’s~~and ~~working~~other ~~capital~~holders ~~needs~~of the Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any inof ~~excess~~the Founder Shares until, with respect to 50% of the ~~Initial~~Founder ~~Loan~~Shares, ~~Amount~~the ~~until~~earlier of one year after the consummation of ana ~~initial~~ Business Combination byand the ~~Company~~date ~~are~~on ~~expected~~which tothe beclosing ~~financed by~~price of the ~~Share~~common ~~Recipients~~stock ~~and~~equals ~~their~~or ~~designees~~exceeds $12.50 per share (as adjusted for share splits, share individends, ~~such~~reorganizations, ~~amounts~~recapitalizations ~~among~~and the ~~Share~~like) ~~Recipients~~for any 20 trading days within a 30-trading day period commencing after a Business Combination and, atwith ~~such~~respect ~~times~~to asthe ~~determined~~remaining by50% ~~them~~of the Founder Shares, until the one year after the consummation of a Business Combination, or earlier, in ~~their~~either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share ~~discretion~~exchange ~~but~~or ~~ensuring~~other ~~that~~similar ~~liabilities~~transaction which results in all of the Company’s ~~are~~stockholders ~~paid~~having asthe ~~they~~right ~~become~~to ~~due. Any~~exchange ~~additional~~their ~~amounts~~common stock ~~loaned~~for ~~will~~cash, besecurities ~~evidenced by~~or ~~promissory~~other ~~notes~~property.

~~Related~~In connection ~~Party~~with ~~Loans~~the Initial Public Offering, each anchor investor acquired from the Sponsor an indirect economic interest in the Founder Shares a total of 2,163,889 Founder Shares. The Company estimated the aggregate fair value of the Founder Shares attributable to the Anchor Investors to be $13,783,973, or $6.37 per share. The excess of the fair value of the Founder Shares over the amount paid was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid in capital in accordance with the accounting of other offering costs.

~~In order to finance transaction costs in~~On ~~connection~~May ~~with~~15, ~~a Business Combination~~2023, the Sponsor ~~or an affiliate of the Sponsor, or the Company’s officers~~ and ~~directors~~certain ~~or their~~other ~~affiliates~~holders ~~may,~~of ~~but~~Founder ~~are~~Shares ~~not~~(hereinafter ~~obligated to, loan~~ the ~~Company funds as may be required (~~“~~Working Capital Loans~~Transferors”). ~~If the~~entered ~~Company~~into ~~completes~~an aagreement to ~~Business~~transfer ~~Combination,~~an ~~the~~aggregate ~~Company would repay the Working Capital Loans out~~ of ~~the~~950,000 ~~proceeds~~Founders ofShares (the ~~Trust Account~~“Transaction”) ~~released~~ to ~~the~~certain ~~Company.~~individuals ~~Otherwise~~(collectively, the ~~Working Capital Loans would be repaid only out of funds held outside the Trust~~“Share ~~Account~~Recipients”). InThe ~~the~~estimated ~~event~~fair ~~that~~value ~~a Business Combination does not close, the Company may use a portion~~ of ~~proceeds held outside~~ the ~~Trust Account~~shares totransferred ~~repay the Working Capital Loans, but no proceeds held in the Trust Account would be used~~ to ~~repay~~ the ~~Working~~Share ~~Capital Loans.~~Recipients ~~Except~~was ~~for the foregoing~~$519,926 ~~the~~or ~~terms~~$0.5473 ofper ~~such~~share. ~~Working~~In accordance ~~Capital Loans~~with, ifASU ~~any~~2020-06, ~~have~~Accounting ~~not~~for ~~been~~Convertible ~~determined~~Instruments and noContracts ~~written~~in ~~agreements exist~~an ~~with~~Entity’s ~~respect~~Own ~~to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination~~Equity, ~~without~~ ~~interest, or, at~~ the ~~lender’s~~Transaction ~~discretion,~~is considered up to ~~$1,500,000 of such Working Capital Loans may~~ be ~~convertible~~in ~~into~~exchange ~~units of~~for the ~~post-Business~~receipt ~~Combination~~of ~~entity at~~ a ~~price~~working ofcapital ~~$10.00~~loan ~~per~~for ~~unit.~~which ~~The~~the ~~units~~loan ~~would~~amounts shall be ~~identical~~used to ~~the~~pay ~~Private~~for ~~Placement~~the ~~Units.~~liabilities Atof ~~June~~the ~~30,~~Company ~~2023 and December 31~~(hereinafter, ~~2022,~~the ~~there~~“Deferred ~~are~~Financing ~~no Working capital Loans outstanding~~Agreement”).

13Administrative Services Agreement

~~CLEAN~~The Company ~~ENERGY~~entered ~~SPECIAL~~into ~~SITUATIONS~~an ~~CORP~~agreement with its counsel, Graubard Miller, commencing on August 30, 2021. Until completion of the Business Combination or the Company’s liquidation, Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, New York, New York 10174 (or any successor location) free of charge.

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~13

~~JUNE~~CLEAN ENERGY ~~30,~~SPECIAL ~~2023~~SITUATIONS CORP.

~~(UNAUDITED)~~NOTES TO CONDENSED FINANCIAL STATEMENTS

~~NOTE~~SEPTEMBER 30, ~~6. COMMITMENTS~~ 2023

~~Registration Rights~~(UNAUDITED)

~~The holders of the Founder Shares, EBC founder~~Deferred ~~shares,~~Financing ~~Private~~Agreement ~~Placement~~— ~~Units~~Related and underlying securities and any securities issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering (“Effective Date”). The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founders’ Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the EBC founder shares, Private Placement Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. Notwithstanding anything to the contrary, the holders of the EBC founder shares may only make a demand on one occasion and only during the five-year period beginning on the Effective Date. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, however, that the holders of the EBC founder shares may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.Party

~~Underwriting~~On May 15, 2023, in connection with the Deferred Financing Agreement, the Company deferred the full amount of the fair value of the Founders Shares transferred as part of the Transaction as an asset, with an offsetting charge to accumulated deficit. The initial draw under the Deferred Financing Agreement was under a promissory note for an aggregate of $305,000 (see “Promissory Note – related party” below) on May 16, 2023. Upon the first draw under the Deferred Financing Agreement, the Company recorded a debt discount of $305,000 to be amortized as interest expense over the life of the loan. Any subsequent draws under the Deferred Financing Agreement will be recorded by the Company as an additional debt discount and amortized over the life of the loan issued. In the event the Company does not draw down the entire fair value originally deferred as an asset, the Company will expense the remaining fair value deferred at the time in which all loans reach the end of their life. The Company recognized $174,285 and $305,000 in interest expense, respectively, for the three and nine-month periods ended September 30, 2023 included in the Company’s condensed statements of operations. As of September 30, 2023, the remaining balance available under the Deferred Financing agreement is $214,926 and included in the Company’s condensed balance sheets.

~~The Company granted the underwriters a 45-day~~Promissory ~~option~~Notes to— ~~purchase~~Related ~~up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions (see Note 7).~~Party

~~The underwriters were entitled to a cash underwriting~~On ~~discount~~December ~~of $0.20 per Unit~~17, ~~or $3~~2020,~~000,000~~ in the ~~aggregate~~Company ~~paid~~issued ~~upon~~an ~~the~~unsecured ~~closing~~promissory ofnote to the ~~Initial Public Offering and $423~~Sponsor,~~723~~ ~~upon~~pursuant ~~exercise of the over-allotment option. Pursuant~~ to ~~the~~which ~~underwriting agreement,~~ the Company ~~granted~~could toborrow ~~EarlyBirdCapital,~~up ~~Inc.,~~to ~~for a period of three~~an ~~years~~aggregate ~~from~~principal ~~the~~amount ~~commencement~~ of ~~sales~~$150,000. ofThe ~~the~~ Initial ~~Public~~Promissory ~~Offering,~~Note ~~the~~was ~~right to act as co~~non-~~underwriter~~interest ~~for~~bearing ~~the next U.S. registered public offering of securities undertaken by any of the Company’s officers for the purpose of raising capital~~ and, ~~placing~~as ~~90% or more~~ of ~~the~~ ~~proceeds~~September in30, a2023 trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of such public offering. The terms of such offering shall be mutually determined in good faith by the applicable insider(s) and ~~the~~December ~~representative~~31, ~~and~~2022, ~~will~~there bewas ~~based~~no onoutstanding ~~the prevailing market for similar offerings~~balance.

~~Business~~During the ~~Combination~~nine ~~Marketing~~months ~~Agreement~~ended September 30, 2023, the Company issued two promissory notes to IME Spain General Partner S.L., pursuant to which the Company can borrow up to an aggregate principal amount of $91,121. These promissory notes were non-interest bearing and were fully repaid during the nine months ended September 30, 2023. As of September 30, 2023, the balance due is $0.

~~The~~On May 15, ~~Company~~2023, ~~engaged EarlyBirdCapital as an advisor~~ in connection with ~~its~~the ~~Business~~Deferred ~~Combination~~Financing toAgreement, ~~assist~~the inShare ~~holding~~Recipients ~~meetings~~agreed ~~with~~to ~~the~~advance ~~shareholders~~ to ~~discuss~~ the ~~potential~~Company ~~Business~~an ~~Combination~~aggregate ~~and~~of ~~the target business’ attributes~~$400,000 ~~introduce~~ (the ~~Company~~“Initial toLoan ~~potential~~Amount”) ~~investors that are interested~~ in ~~purchasing securities in~~ connection with the ~~Initial~~above ~~Business~~referred ~~Combination~~transfer ~~and~~of ~~assist~~Founders ~~the~~Shares. ~~Company~~On ~~with~~May ~~press~~15, ~~releases~~2023, the ~~and~~Sponsor ~~public~~issued ~~filings~~a in$305,000 ~~connection~~promissory ~~with~~note to the ~~Business~~ ~~Combination. The~~ Company ~~will~~to pay ~~EarlyBirdCapital a cash fee~~ for ~~such~~existing ~~services~~liabilities ~~upon~~of the ~~consummation~~Company aat ~~Business~~issuance. ~~Combination~~This promissory innote anis ~~aggregate~~non-interest ~~amount~~bearing ~~equal~~and todue ~~3.5%~~upon completion of the ~~gross~~Company’s ~~proceeds~~initial ofBusiness ~~the~~Combination. ~~Initial~~As ~~Public~~of ~~Offering.~~September ~~Additionally~~30, ~~the~~2023, ~~Company will pay EarlyBirdCapital~~there awas ~~cash~~$0 ~~fee~~outstanding ~~equal~~under tothe ~~1.0%~~“Initial ofLoan ~~the~~Amount” ~~total~~which ~~consideration~~is ~~payable~~net inof the ~~Business~~debt ~~Combination~~discount ifof it$305,000 ~~introduces~~recognized ~~the~~for ~~Company to~~ the ~~target business~~three ~~with~~and ~~which~~nine-months itended ~~completes~~September a30, ~~Business Combination~~2023.

~~EBC~~The Company’s ~~founder~~working ~~shares~~capital needs in excess of the Initial Loan Amount until the consummation of an initial Business Combination by the Company are expected to be financed by the Share Recipients and their designees, in such amounts among the Share Recipients and at such times as determined by them in their discretion but ensuring that liabilities of the Company are paid as they become due. Any additional amounts loaned will be evidenced by promissory notes.

~~In December 2020 and July 2021, the Company issued~~Related toParty the designees of EarlyBirdCapital 225,000 and 150,000 shares of common stock (the “EBC founder shares”), respectively. The Company accounted for the excess fair value over the price paid for the EBC founder shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The issuance of these shares presented in the Company’s financial statements were revised to reflect the shares issued in December 2020 and July 2021. The excess fair value over the amount paid of the EBC founder shares was $880,485 as of July 15, 2021. The holders of the EBC founder shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.Loans

14In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. At September 30, 2023 and December 31, 2022, there are no Working capital Loans outstanding.

~~CLEAN~~Advance from ~~ENERGY~~Related ~~SPECIAL SITUATIONS CORP.~~Party

~~NOTES~~Through September TO30, ~~CONDENSED~~2023, ~~FINANCIAL~~the ~~STATEMENTS~~Sponsor advanced a total of $90,160 of which was used for working capital purposes. As of September 30, 2023 and December 31, 2022, the total amount of advances owed by the Company was $90,160 and $0, respectively.

~~JUNE 30, 2023~~14

~~(UNAUDITED)~~CLEAN ENERGY SPECIAL SITUATIONS CORP.

~~NOTE~~NOTES TO 7.CONDENSED ~~STOCKHOLDERS’~~FINANCIAL ~~EQUITY~~STATEMENTS

~~Preferred Stock — The Company~~SEPTEMBER is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At June 30, 2023 ~~and December 31, 2022, there were no preferred stock issued or outstanding.~~

Common Stock — The Company is authorized to issue 50,000,000 shares of common stock, with a par value of $0.0001 per share. Holders of the common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 5,363,215 shares of common stock issued and outstanding, excluding 1,975,714 shares and 17,118,624 shares of common stock subject to possible redemption, which are presented as temporary equity, respectively.(UNAUDITED)

~~Warrants — Public Warrants~~NOTE ~~may only be exercised for a whole number of shares~~6. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.COMMITMENTS

~~The Company will not be obligated to deliver any~~Registration shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.Rights

The holders ~~Company~~of ~~has~~the ~~agreed~~Founder ~~that~~Shares, asEBC ~~soon~~founder asshares, ~~practicable~~Private Placement Units and underlying securities and any securities issued upon conversion ~~after~~of Working Capital Loans are entitled to registration rights pursuant to an agreement signed on the ~~closing~~effective date of the Initial Public Offering (“Effective Date”). The holders of a ~~Business~~majority ~~Combination,~~of itthese ~~will~~securities ~~use~~are ~~its~~entitled ~~best~~to ~~efforts~~make up to ~~file~~two ~~with~~demands that the Company ~~SEC~~register asuch ~~registration~~securities. ~~statement~~The ~~covering~~holders of the ~~issuance, under~~majority of the ~~Securities~~Founders’ ~~Act,~~Shares ofcan elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock ~~issuable~~are ~~upon~~to ~~exercise~~be released from escrow. The holders of a majority of the ~~warrants~~EBC founder shares, Private Placement Units and units issued to the Sponsor, officers, directors or their affiliates in payment of Working Capital Loans made to the Company ~~will~~(or ~~use~~underlying ~~its~~securities) ~~best~~can ~~efforts~~ elect to ~~cause~~exercise these registration rights at any time after the ~~same~~consummation toof ~~become~~a ~~effective~~Business ~~and~~Combination. Notwithstanding anything to ~~maintain~~the contrary, the ~~effectiveness~~holders of ~~such~~the ~~registration~~EBC founder ~~statement,~~shares ~~and~~may only make a ~~current~~demand ~~prospectus~~on ~~relating~~one occasion and only during the five-year period beginning on the Effective Date. In addition, ~~thereto~~the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination; provided, ~~until~~however, that the ~~expiration~~holders of the ~~warrants~~EBC founder shares may participate in ~~accordance~~a ~~with~~“piggy-back” registration only during the ~~provisions~~seven-year ofperiod beginning on the ~~warrant~~Effective Date. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Once the warrants become exercisable, the Company~~Underwriting ~~may redeem the outstanding Public Warrants:~~Agreement

●The Company ingranted ~~whole~~the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and ~~not~~commissions in(see ~~part;~~Note 7).

●The underwriters atwere entitled to a ~~price~~cash underwriting discount of $0.0120 per Unit, or $3,000,000 in the aggregate paid upon the closing of the Initial Public ~~Warrant;~~Offering and $423,723 upon exercise of the over-allotment option. Pursuant to the underwriting agreement, the Company granted to EarlyBirdCapital, Inc., for a period of three years from the commencement of sales of the Initial Public Offering, the right to act as co-underwriter for the next U.S. registered public offering of securities undertaken by any of the Company’s officers for the purpose of raising capital and placing 90% or more of the proceeds in a trust or escrow account to be used to acquire one or more operating businesses that have not been identified at the time of such public offering. The terms of such offering shall be mutually determined in good faith by the applicable insider(s) and the representative and will be based on the prevailing market for similar offerings.

●Business Combination ~~upon~~Marketing ~~not less than 30 days’ prior written notice of redemption to each warrant holder and~~Agreement

●The Company ~~if,~~engaged EarlyBirdCapital as an advisor in connection with its Business Combination to assist in holding meetings with the shareholders to discuss the potential Business Combination and ~~only~~the iftarget business’ attributes, introduce the ~~last~~Company ~~reported~~to ~~sale~~potential ~~price~~investors that ofare interested in purchasing securities in connection with the ~~common~~Initial ~~stock~~Business ~~for~~Combination ~~any~~and 20assist ~~trading~~the ~~days~~Company ~~within~~with apress 30releases and ~~trading~~public ~~day~~filings ~~period~~in ~~ending~~connection onwith the ~~third~~Business ~~trading~~Combination. ~~day~~The ~~prior~~Company will pay EarlyBirdCapital a cash fee for such services upon the consummation a Business Combination in an aggregate amount equal to 3.5% of the ~~date~~gross onproceeds ~~which~~of the ~~Company~~Initial ~~sends~~Public Offering. Additionally, the ~~notice~~Company ofwill ~~redemption~~pay toEarlyBirdCapital ~~warrant~~a ~~holders~~cash ~~equals~~fee orequal ~~exceeds~~to ~~$18~~1.000% ~~per~~of ~~share~~the ~~(as~~total ~~adjusted~~consideration ~~for~~payable ~~dividends,~~in ~~share~~the ~~capitalizations,~~Business ~~reorganizations,~~Combination ~~recapitalizations~~if ~~and~~it introduces the ~~like)~~Company to the target business with which it completes a Business Combination.

~~The exercise price and number of common shares~~EBC ~~issuable~~founder upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In December ~~addition,~~2020 ifand ~~(x)~~July 2021, the Company ~~issues~~issued ~~additional Class~~to Athe ~~common~~designees ~~shares~~of orEarlyBirdCapital ~~equity-linked~~225,000 ~~securities~~and ~~for~~150,000 ~~capital~~shares ~~raising~~of ~~purposes~~common instock ~~connection~~(the “EBC ~~with~~founder ~~the~~shares”), ~~closing~~respectively. ofThe aCompany ~~Business~~accounted ~~Combination at~~for anthe ~~issue~~excess ~~price~~fair orvalue ~~effective~~over ~~issue~~the price ofpaid ~~less~~for ~~than~~the ~~$9.20~~EBC ~~per~~founder shares ~~Class~~as Aan ~~common~~offering ~~share~~cost ~~(with~~of ~~such~~the ~~issue~~Initial ~~price~~Public orOffering, ~~effective~~with ~~issue~~a ~~price to~~corresponding becredit ~~determined~~to instockholders’ ~~good~~equity. ~~faith~~The byissuance ~~the Company’s board~~ of these ~~directors~~shares ~~and,~~presented in the ~~case~~Company’s offinancial ~~any~~statements ~~such~~were ~~issuance~~revised to reflect the ~~Sponsor~~shares orissued ~~its~~in ~~affiliates, without~~December ~~taking~~2020 ~~into~~and ~~account~~July 2021. ~~any~~The ~~Founder~~excess ~~Shares~~fair ~~held~~value byover the ~~Sponsor~~amount orpaid ~~such~~of ~~affiliates,~~the asEBC ~~applicable,~~founder ~~prior~~shares towas ~~such~~$880,485 ~~issuance)~~as ~~(the~~of ~~“Newly Issued~~July ~~Price”)~~15, ~~(y)~~2021. ~~the~~The ~~aggregate~~holders ~~gross proceeds from such issuances represent more than 60%~~ of the ~~total~~EBC ~~equity proceeds, and interest~~founder ~~thereon,~~shares ~~available~~have ~~for~~agreed ~~the~~not ~~funding~~to oftransfer, aassign ~~Business~~or ~~Combination~~sell onany ~~the~~such ~~date~~shares ofuntil the ~~consummation~~completion of a Business Combination. ~~(net~~In ~~of redemptions)~~addition, ~~and~~ ~~(z)~~ the ~~volume~~holders have ~~weighted~~agreed ~~average~~(i) ~~trading~~to ~~price~~waive oftheir ~~its~~conversion ~~Class~~rights A(or ~~common~~right ~~shares~~to ~~during~~participate ~~the~~in 20any ~~trading~~tender ~~day~~offer) ~~period~~with ~~starting~~respect ~~on the trading day prior~~ to ~~the day on which the Company consummates its Business Combination (~~such ~~price,~~shares ~~the~~in ~~“Market Value”) is below $9.20~~connection ~~per~~with ~~share,~~ the ~~exercise~~completion ~~price~~ of ~~the~~a ~~warrants~~Business ~~will~~Combination beand ~~adjusted~~ (~~to the nearest cent~~ii) to bewaive ~~equal~~their rights to ~~115%~~liquidating ofdistributions ~~the~~from ~~higher of~~ the ~~Market~~Trust ~~Value~~Account with ~~and~~respect ~~the~~to ~~Newly~~such ~~Issued~~shares ~~Price~~if ~~and~~ the ~~$18.00~~Company ~~per~~fails ~~share redemption trigger price will be adjusted (~~to ~~the~~complete ~~nearest~~a ~~cent)~~Business toCombination bewithin ~~equal to~~ the ~~higher~~ ofCombination ~~the Market Value and the Newly Issued Price~~Period.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. Management concluded that the Public Warrants and Private Warrants to be issued pursuant to the warrant agreement qualify for equity accounting.15

15CLEAN ENERGY SPECIAL SITUATIONS CORP.

~~CLEAN~~NOTES TO ~~ENERGY~~CONDENSED ~~SPECIAL~~FINANCIAL ~~SITUATIONS CORP.~~STATEMENTS

~~NOTES~~SEPTEMBER 30, ~~TO CONDENSED FINANCIAL STATEMENTS~~2023

~~JUNE 30, 2023~~(UNAUDITED)

NOTE 7. STOCKHOLDERS’ (~~UNAUDITED~~DEFICIT) EQUITY

~~NOTE~~Preferred Stock 8— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 ~~FAIR~~per ~~VALUE~~share, ~~MEASUREMENTS~~with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 and December 31, 2022, there were no preferred stock issued or outstanding.

Common Stock — The Company ~~follows~~is ~~the~~authorized ~~guidance~~to inissue ~~ASC~~50,000,000 ~~820~~shares ~~for its~~of ~~financial~~common ~~assets~~stock, ~~and~~with ~~liabilities~~a ~~that~~par ~~are~~value ~~re-measured~~of ~~and~~$0.0001 ~~reported~~per atshare. ~~fair~~Holders of ~~value~~the atcommon stock are entitled to one vote for each ~~reporting~~share. ~~period~~At September 30, 2023 and ~~non-financial~~December ~~assets~~31, 2022, there were 5,363,215 shares of common stock issued and ~~liabilities~~outstanding, ~~that~~excluding ~~are~~1,648,426 ~~re-measured~~shares and ~~reported~~17,118,624 atshares ~~fair~~of ~~value~~common atstock ~~least~~subject ~~annually~~to possible redemption, which are presented as temporary equity, respectively.

~~The~~Warrants — ~~fair~~Public ~~value~~Warrants ofmay ~~the~~only ~~Company’s~~be ~~financial assets~~exercised ~~and~~for ~~liabilities~~a ~~reflects~~whole ~~management’s~~number ~~estimate~~ of ~~amounts~~shares. ~~that~~No ~~the~~fractional ~~Company~~shares ~~would~~will ~~have~~be ~~received~~issued inupon ~~connection with the sale~~exercise of the ~~assets~~Public orWarrants. ~~paid~~The inPublic ~~connection~~Warrants ~~with~~will ~~the~~become ~~transfer~~exercisable of30 ~~the~~days ~~liabilities~~after ~~in an orderly transaction between market participants at~~ the ~~measurement~~ ~~date.~~completion ~~In connection with measuring the fair value~~ of ~~its~~a ~~assets~~Business ~~and~~Combination. ~~liabilities,~~The ~~the Company seeks to maximize the use of~~Public ~~observable~~Warrants ~~inputs~~will ~~(market~~expire ~~data~~five ~~obtained~~years from ~~independent sources) and to minimize~~ the ~~use~~completion of ~~unobservable~~a ~~inputs~~Business ~~(internal~~Combination ~~assumptions about~~or ~~how~~earlier ~~market~~upon ~~participants~~redemption ~~would~~or ~~price assets and liabilities)~~liquidation. ~~The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:~~

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company ~~following~~has ~~table~~agreed ~~presents~~that ~~information~~as ~~about~~soon as practicable after the ~~Company’s assets~~closing ~~that~~of ~~are~~a ~~measured~~Business atCombination, ~~fair~~it ~~value~~will onuse its best efforts to file with the SEC a ~~recurring~~registration ~~basis~~statement atcovering ~~June~~the 30issuance, ~~2023~~under ~~and~~the ~~December~~Securities 31Act, ~~2022,~~of ~~and~~the ~~indicates~~shares ~~the~~of ~~fair~~common ~~value~~stock ~~hierarchy~~issuable upon exercise of the ~~valuation~~warrants, ~~inputs~~and the Company ~~utilized~~will use its best efforts to ~~determine~~cause the same to become effective and to maintain the effectiveness of such ~~fair~~registration ~~value:~~statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.

Description	Level		June 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	20,371,845	$	175,167,573

Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

~~NOTE~~● 9.in ~~SUBSEQUENT~~whole ~~EVENTS~~ and not in part;

~~Effective~~● ~~August~~at 2,a ~~2023,~~price ~~each~~ of ~~Martin Gruschka, Ignacio Casanova, Angel Pendas and Eduardo Montes resigned from the Board of Directors of the Company and from each officer position they may have held with the Company – Mr~~$0.01 ~~Gruschka~~per ~~from~~Public the office of Chief Executive Officer, Mr. Casanova from the office of Chief Financial Officer, and Mr. Pendas from the office of Secretary. Such individuals’ resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.Warrant;

At● ~~the~~upon ~~same~~not ~~time~~less asthan ~~and~~30 indays’ ~~connection~~prior ~~with~~written ~~the~~notice ~~resignations~~of ~~described above,~~redemption ~~Raghunath~~to ~~Kilambi~~each ~~was~~warrant ~~elected~~holder ~~Chief Executive Officer~~ and ~~Chief Financial Officer of the Company~~

On● ~~August 2~~if, ~~2023~~and only if, the ~~Company~~last ~~filed~~reported ansale ~~amendment to~~price ~~its~~of ~~Amended~~the ~~and~~common ~~Restated~~stock ~~Certificate~~for ofany ~~Incorporation,~~20 astrading ~~amended,~~days ~~changing~~within ~~the~~a ~~name~~30 oftrading ~~the~~day ~~Company~~period ~~from~~ending ~~“Springwater~~on ~~Special Situations~~the ~~Corp.”~~third trading day prior to ~~“Clean~~the ~~Energy~~date ~~Special~~on ~~Situations~~which ~~Corp.”~~the ACompany ~~copy~~sends ofthe ~~such~~notice ~~amendment~~of ~~was~~redemption ~~included~~to inwarrant ~~the~~holders ~~Company’s Current~~equals ~~Report~~or onexceeds ~~Form~~$18.00 ~~8-K~~per share (as ~~filed~~adjusted ~~with~~for ~~the~~dividends, ~~SEC~~share oncapitalizations, ~~August 2~~reorganizations, ~~2023~~recapitalizations and the like).

~~Extension~~The exercise ~~Amendment~~price ~~Proposal~~and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

~~On August 28~~In addition, ~~2023,~~if ~~the Company held a special meeting of its stockholders~~ (~~the “August 2023 Special Meeting”~~x) ~~whereby~~ the Company’s ~~stockholders~~issues ~~approved~~additional aClass ~~proposal to~~A ~~amend~~common ~~the~~shares ~~Certificate~~or ofequity-linked ~~Incorporation~~securities tofor ~~extend~~capital ~~the~~raising ~~date~~purposes byin ~~which~~connection with the ~~Company~~closing ~~has~~of toa ~~consummate an initial~~ Business Combination ~~from August~~at ~~28,~~an ~~2023~~issue toprice ~~November~~or ~~28,~~effective ~~2023~~issue ~~with~~price ~~the~~of ~~ability~~less tothan ~~further~~$9.20 ~~extend~~per ~~such~~Class ~~date~~A upcommon toshare ~~six times by one month each~~ (sowith such aissue ~~maximum~~price ofor ~~through May~~effective ~~28,~~issue ~~2024)~~price ~~(the~~to ~~“Extension~~be ~~Amendment~~determined ~~Proposal”),~~in atgood ~~the~~faith ~~discretion~~by of the Company’s board of directors and, ~~upon~~in the ~~payment~~ case of any ~~certain~~such ~~amounts~~issuance (to the ~~“Extension”).~~Sponsor ~~The~~or ~~Company’s~~its ~~Sponsor~~affiliates, ~~officers,~~without ~~directors~~taking ~~and~~into ~~their~~account ~~affiliates~~any ~~agreed that~~Founder ifShares held by the ~~Extension~~Sponsor ~~Amendment~~or ~~Proposal~~such ~~were~~affiliates, as toapplicable, beprior ~~approved~~to ~~and~~such issuance) (the ~~Extension~~“Newly ~~implemented~~Issued Price”), ~~they~~(y) orthe ~~their~~aggregate ~~affiliates~~gross ~~would~~proceeds ~~lend~~from tosuch ~~the~~issuances represent ~~Company~~more tothan be60% ~~deposited~~of ~~into~~ the ~~Trust~~total ~~Account~~equity ~~$0.075~~proceeds, ~~per~~and ~~public~~interest ~~share~~thereon, ~~that~~available ~~was~~for ~~not~~the ~~redeemed~~funding inof ~~connection~~a ~~with~~Business ~~the~~Combination ~~stockholder~~on ~~vote~~the ~~to approve~~date of the ~~Extension~~consummation ~~for~~of ~~first~~a ~~three~~Business ~~months~~Combination (net of redemptions), and (z) the ~~Extension~~volume ~~and~~weighted ~~then~~average ~~$0.025~~trading ~~per~~price ~~share~~of ~~for~~its ~~each~~Class ~~additional~~A ~~month~~common shares ofduring the ~~Extension~~20 ~~needed to~~trading ~~consummate~~day anperiod ~~initial~~starting ~~Business~~on ~~Combination~~the ~~through~~trading day prior to the ~~Extended~~day ~~Date.~~on Ifwhich the Company ~~completes~~consummates anits ~~initial~~ Business Combination (such price, the ~~Company~~ ~~will~~“Market ~~repay~~Value”) ~~the~~is ~~lenders~~below ~~for~~$9.20 ~~the~~per ~~amounts~~share, ~~loaned~~the ~~without~~exercise ~~interest.~~price Ifof the ~~Company~~warrants ~~does~~will ~~not~~be ~~complete~~adjusted a(to ~~Business~~the ~~Combination, it will~~nearest ~~repay~~cent) ~~such~~to ~~amounts~~be ~~only~~equal ~~from~~to ~~funds~~115% ~~held~~of ~~outside~~the higher of the ~~Trust~~Market ~~Account,~~Value ifand ~~any.~~the AnNewly ~~aggregate~~Issued ofPrice ~~327,288~~and ~~shares~~the ~~were~~$18.00 ~~redeemed~~per inshare ~~connection~~redemption trigger price ~~with~~will be adjusted (to the ~~August~~nearest ~~2023~~cent) ~~Special~~to ~~Meeting~~be ~~for~~equal anto ~~aggregate~~the ~~amount~~higher of ~~$3,389,649~~the orMarket ~~approximately,~~Value ~~$10.36~~and ~~per~~the ~~share~~Newly Issued Price.

OnThe Private ~~August~~Warrants ~~28,~~are ~~2023,~~identical ~~the Company filed an amendment~~ to the ~~Certificate~~Public ofWarrants ~~Incorporation~~underlying ~~to effectuate~~ the ~~Extension.~~Units Asold ~~copy~~in ofthe ~~such~~Initial ~~amendment~~Public ~~was~~Offering. ~~included~~Management inconcluded that the ~~Company’s~~Public ~~Current Report~~Warrants onand ~~Form~~Private ~~8-K~~Warrants asto ~~filed~~be ~~with~~issued pursuant to the ~~SEC~~warrant onagreement ~~September~~qualify 1,for ~~2023~~equity accounting.

~~As of the date of these financial statements, the Sponsor advanced the Company an aggregate of approximately $128,000 for working capital and payments for the monthly extensions.~~16

~~The Company evaluated subsequent events and transactions~~CLEAN ~~that~~ENERGY ~~occurred~~SPECIAL ~~after~~SITUATIONS ~~the balance sheet date up to the date that the condensed financial statements were issued~~CORP. ~~Based upon this review, other than as disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.~~

16NOTES TO CONDENSED FINANCIAL STATEMENTS

~~Item~~SEPTEMBER 30, ~~2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~2023

~~References in this report~~ (~~the “Quarterly Report”~~UNAUDITED) to “we,” “us” or the “Company” refer to Clean Energy Special Situations Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Springwater Promote LLC The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Special~~NOTE 8. ~~Note~~FAIR ~~Regarding~~VALUE ~~Forward-Looking Statements~~MEASUREMENTS

~~This Quarterly Report includes “forward-looking~~The ~~statements”~~Company ~~within~~follows the ~~meaning~~guidance ofin ~~Section~~ASC ~~27A~~820 offor ~~the~~its ~~Securities~~financial ~~Act~~assets ~~of 1933~~ and ~~Section~~liabilities ~~21E of the Exchange Act~~ that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10re-Qmeasured ~~including, without limitation, statements in this “Management’s Discussion~~ and ~~Analysis~~reported ofat ~~Financial~~fair ~~Condition~~value ~~and~~at ~~Results of Operations” regarding the completion of the Proposed Business Combination~~each ~~(as~~reporting ~~defined below)~~period, ~~the Company’s financial position, business strategy~~ and ~~the plans and objectives of management for future operations, are forward~~non-~~looking~~financial ~~statements.~~assets ~~Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”~~ and ~~variations~~liabilities and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that ~~the conditions of the Proposed Business Combination~~ are ~~not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward~~re-~~looking~~measured ~~statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities~~ and ~~Exchange~~reported ~~Commission~~at ~~(the~~fair ~~“SEC”).~~value ~~The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website~~ at ~~www.sec.gov.~~least Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwiseannually.

~~Overview~~The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

We are a blank check company formed under the laws of the State of Delaware on October 2, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our business combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Units, our capital stock, debt or a combination of cash, stock and debt.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

WeThe following ~~expect~~table topresents ~~continue~~information toabout ~~incur~~the ~~significant~~Company’s ~~costs~~assets that are measured at fair value on a recurring basis at September in30, ~~the~~2023 ~~pursuit~~and ofDecember ~~our~~31, ~~acquisition~~2022, ~~plans.~~and Weindicates ~~cannot~~the ~~assure~~fair ~~you~~value ~~that~~hierarchy ~~our~~of ~~plans~~the tovaluation ~~complete~~inputs athe ~~business~~Company ~~combination~~utilized ~~will~~to bedetermine ~~successful.~~such fair value:

Results of Operations

Description	Level		September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	17,210,132	$	175,167,573

~~We have neither engaged in any operations nor~~NOTE ~~generated any revenues to date~~9. ~~Our~~SUBSEQUENT only activities from October 2, 2020 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering and seeking to identify a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.EVENTS

~~For~~The Company ~~the~~evaluated ~~three~~subsequent ~~months~~events ~~ended~~and ~~June~~transactions ~~30,~~that ~~2023,~~occurred weafter ~~had a~~the ~~net~~balance ~~loss~~sheet ofdate ~~$132,588,~~up ~~which~~to ~~consists~~the ofdate anthat ~~operating~~the ~~and~~condensed ~~formation~~financial statements ~~costs~~were ofissued. ~~$195,594,~~Based ~~interest~~upon ~~expense~~this ~~of $130~~review,~~715~~ ~~associated~~other ~~with~~than ~~the debt~~as ~~discount~~disclosed onabove, the ~~related~~Company ~~party~~did ~~promissory~~not ~~note~~identify ~~and~~any asubsequent ~~provision~~events ~~for~~that would ~~income~~have ~~taxes~~required ofadjustment ~~$47,641,~~or ~~offset~~disclosure ~~by interest income on marketable securities held~~ in the ~~Trust~~condensed ~~Account~~financial ~~of $241,023 and interest income from bank of $339~~statements.

~~For~~As ~~the six months ended June 30, 2023, we had a net income~~ of ~~$476,554, which~~the ~~consists~~date of anthese ~~interest~~financial statements, ~~income~~the ~~from~~Sponsor ~~bank of $471~~ and ~~interest~~Sponsor ~~income~~investors onadvanced ~~marketable securities held in~~ the ~~Trust~~Company ~~Account~~an aggregate of $1380,~~639,~~196, ~~offset~~ bywhich ~~operating~~includes ~~and~~payments deposited ~~formation~~into ~~costs~~the ofTrust ~~$694,158,~~Account ~~interest~~in ~~expense~~connection ~~of $130,715 associated~~ with the ~~debt~~Extension, ~~discount on the related party promissory note~~ and areceived ~~provision~~repayments ~~for~~from ~~income~~the ~~taxes~~Company ofamounting to $~~338~~353,~~240~~691.

~~For~~On February 14, 2024, the ~~three~~Company ~~months~~received ~~ended~~a formal ~~June~~notice ~~30,~~(the ~~2022,~~“Formal weNotice”) ~~had a~~from ~~net~~the ~~income~~Listing Qualifications Department (the “Staff”) of ~~$15~~the Nasdaq Stock Market LLC (“Nasdaq”) that,~~084~~ based upon the Company’s non-compliance with the Exception, ~~which~~the ~~consists~~Company’s securities ofwere ~~interest~~subject ~~income~~to ~~from~~delisting ~~bank~~unless ofthe ~~$36~~Company ~~and~~timely ~~interest~~requests ~~income~~a onhearing ~~marketable~~before ~~securities~~the ~~held~~Nasdaq inHearings Panel (the ~~Trust~~“Plan”). ~~Account~~The ofCompany ~~$351,571,~~plans ~~offset~~to bytimely ~~operating~~request ~~and~~a ~~formation~~hearing ~~costs~~before ofthe ~~$245~~Plan,~~614,~~ anwhich ~~unrealized~~will ~~loss~~stay onthe ~~marketable~~suspension ~~securities~~of ~~held~~the inCompany’s ~~our~~securities ~~Trust~~only ~~Account~~for a period of ~~$90~~15 days from the date of the request. When the Company requests a hearing,~~909~~ it also plans on requesting a stay of the suspension, pending the hearing.

~~For~~The ~~the~~Company ~~six~~is ~~months~~considering ~~ended~~all ~~June~~options ~~30,~~available ~~2022,~~to weit ~~had~~to ensure compliance awith ~~net~~all ~~loss~~applicable ofcriteria ~~$192,494,~~for ~~which~~continued ~~consists~~listing ofon ~~operating~~Nasdaq. ~~and~~There ~~formation~~can ~~costs~~be ofno ~~$482~~assurance,~~603~~ however, anthat ~~unrealized~~the ~~loss~~Panel onwill ~~marketable~~grant ~~securities~~the ~~held~~Company’s inrequest ~~our~~for ~~Trust~~continued ~~Account~~listing ofor ~~$86,486,~~that ~~offset~~the byCompany ~~interest~~will ~~income~~evidence ~~from~~compliance ~~bank~~within ofany ~~$47~~extension ~~and~~period ~~interest~~that ~~income~~may onbe ~~marketable~~granted ~~securities~~by ~~held~~the inPanel. There can be no assurance that the ~~Trust Account~~appeal ofwill ~~$376,548~~be successful.

~~Liquidity~~Item 2. Management’s Discussion and ~~Capital~~Analysis ~~Resources~~of Financial Condition and Results of Operations

OnReferences in ~~August~~this ~~30,~~report ~~2021,~~(the “Quarterly Report”) to “we,” ~~consummated~~“us” or the ~~Initial~~“Company” ~~Public~~refer ~~Offering~~to ~~of 15,000,000~~Clean ~~Units,~~Energy atSpecial ~~$10~~Situations Corp.00 ~~per~~References ~~Unit,~~to ~~generating~~our ~~gross~~“management” ~~proceeds~~or ofour ~~$150~~“management team” refer to our officers and directors,~~000,000.~~ ~~Simultaneously~~and ~~with~~references to the ~~consummation~~“Sponsor” ofrefer ~~the~~to ~~Initial~~Springwater ~~Public~~Promote ~~Offering, we~~LLC ~~consummated~~The ~~the~~following ~~sale~~discussion and analysis of the ~~645,000~~Company’s ~~Units~~financial atcondition aand ~~price~~results of ~~$10.00~~operations ~~per~~should ~~Private~~be ~~Unit~~read in aconjunction ~~private~~with ~~placement~~the tofinancial statements and the notes ~~Sponsor,~~thereto ~~generating~~contained ~~gross~~elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below ~~proceeds~~includes offorward-looking ~~$6,450,000~~statements that involve risks and uncertainties.

~~On September 7, 2021, the Company consummated the sale of an additional~~Special ~~2,118,624~~Note ~~Units~~Regarding ~~pursuant to the partial exercise of the underwriters’ over~~Forward-~~allotment~~Looking ~~option and the sale of an additional 63,559 Private Units.~~Statements

OfThis Quarterly Report includes “forward-looking statements” within the ~~gross~~meaning ~~proceeds~~of Section 27A of the ~~IPO~~Securities Act of 1933 and Section ~~Private~~21E ~~Placement,~~of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to andiffer ~~aggregate~~materially from those expected and projected. All statements, other than statements of ~~$172~~historical fact included in this Form 10-Q including,~~898~~ without limitation,~~105~~ statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (~~$10~~as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.10 ~~per~~Words ~~unit~~such as ~~sold~~“expect,” in“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the ~~Initial~~events, ~~Public~~performance ~~Offering~~and results discussed in the forward-looking statements, including that the ~~over-allotment~~conditions ~~option)~~of ~~was~~the ~~deposited~~Proposed Business Combination are not satisfied. For information ~~into~~identifying important factors that could cause actual results to differ materially from those anticipated in the ~~Trust~~forward-looking ~~Account~~statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with ~~Continental~~the ~~Stock~~U.S. ~~Transfer~~Securities &and ~~Trust~~Exchange Commission (the “SEC”). The Company’s ~~acting~~securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as ~~trustee~~expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

For the six months ended June 30, 2023, cash used in operating activities was $824,103. Net income of $476,554 was affected by interest earned on marketable securities held in the Trust Account of $1,639,196 and amortization of the debt discount of $130,715. Changes in operating assets and liabilities provided $207,824 of cash for operating activities.Overview

~~For~~We are a blank check company formed under the ~~six~~laws ~~months~~of ~~ended~~the ~~June~~State ~~30,~~of ~~2022~~Delaware on October 2, ~~cash~~2020 ~~used in~~for ~~operating~~the ~~activities~~purpose ~~was~~of ~~$327~~effecting a merger,~~869.~~ ~~Net~~share exchange, ~~loss~~asset ofacquisition, ~~$192~~share purchase,~~494~~ ~~was~~reorganization ~~affected~~or bysimilar ~~interest~~business ~~earned~~combination onwith ~~marketable~~one ~~securities~~or ~~held~~more inbusinesses ~~the~~or ~~Trust~~entities. ~~Account~~We ofintend ~~$376,548~~to ~~and~~effectuate ~~unrealized~~our ~~loss~~business oncombination ~~marketable~~using ~~securities~~cash ~~held~~from inthe ~~Trust~~proceeds ~~Account~~ of ~~$86,486.~~the ~~Changes~~Initial inPublic ~~operating~~Offering ~~assets~~ and ~~liabilities~~the sale of the Private ~~provided~~Units, ~~$154~~our capital stock,~~687~~ debt or a combination of cash, ~~for~~stock ~~operating~~and ~~activities~~debt.

AsWe expect ofto ~~June~~continue ~~30,~~to ~~2023,~~incur wesignificant ~~had~~costs ~~marketable securities held~~ in the ~~Trust~~pursuit ~~Account~~ of ~~$20,371,845~~our ~~(including~~acquisition ~~$417,131 of interest income) consisting of U~~plans.S. ~~Treasury~~We ~~Bills~~cannot ~~with~~assure ayou ~~maturity~~that ~~of 185~~our ~~days~~plans ~~or less. Interest income on the balance in the Trust Account may be used by us~~ to ~~pay taxes. From inception through June 30,~~complete ~~2023,~~a webusiness ~~have~~combination ~~withdrawn~~will ~~$783,622~~be ~~of interest earned from the Trust Account to pay taxes and $155,904,552 in connection with redemption~~successful.

~~We intend to use substantially all of the funds~~Results held in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to us (less income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~the target business or businesses, make other acquisitions and pursue our growth strategies.~~Operations

AsWe have ofneither ~~June~~engaged ~~30,~~in ~~2023,~~any weoperations ~~had~~nor ~~cash~~generated ofany ~~$26,187~~revenues to date. ~~We intend~~Our toonly ~~use~~activities ~~the~~from ~~funds~~October ~~held~~2, ~~outside~~2020 ~~the~~(inception) ~~Trust~~through September ~~Account~~30, ~~primarily~~2023 were organizational activities, those necessary to ~~identify~~prepare for the Initial Public Offering and ~~evaluate~~seeking to identify a target ~~businesses,~~company ~~perform~~for a business ~~due~~combination. ~~diligence on~~We ~~prospective~~do ~~target~~not ~~businesses,~~expect ~~travel~~ to ~~and~~generate ~~from~~any operating revenues until after the ~~offices,~~completion ~~plants~~of orour ~~similar~~business combination. ~~locations~~We generate non-operating income in the form of ~~prospective~~interest ~~target~~income ~~businesses~~on ormarketable ~~their representatives~~securities orheld ~~owners,~~in ~~review~~the ~~corporate~~Trust ~~documents~~Account. ~~and~~We ~~material~~incur expenses ~~agreements~~as a result of ~~prospective~~being ~~target~~a ~~businesses~~public company (for legal, ~~and~~financial ~~structure~~reporting, ~~negotiate~~ accounting and ~~complete~~auditing acompliance), ~~Business~~as ~~Combination~~well as for due diligence expenses.

OnFor the ~~May 15,~~three ~~2023,~~months ~~certain~~ended ~~members~~September of30, ~~the~~2023, ~~Sponsor~~we ~~agreed~~had toa ~~advance us~~net anloss ~~aggregate~~ of $~~400~~206,~~000~~783, ~~(the~~which ~~“Initial~~consists ~~Loan~~of ~~Amount”).~~an Onoperating ~~May~~and ~~15,~~formation ~~2023,~~costs ~~our~~of ~~Sponsor~~$234,940, interest ~~issued~~expense usof a $~~305~~174,~~000~~285 ~~promissory~~associated ~~note to~~with ~~pay~~the ~~for~~debt ~~our~~discount ~~existing~~on ~~liabilities~~the atrelated ~~issuance.~~party ~~This~~ promissory note ~~is non-interest bearing~~ and ~~due~~a ~~upon~~provision ~~completion~~for ofincome ~~our initial Business~~taxes ~~Combination. As~~ of ~~June 30~~$51, ~~2023~~314, ~~there~~offset ~~was~~by aninterest ~~aggregate~~income ofon ~~$130,715~~marketable ~~outstanding~~securities ~~under~~held in the ~~“Initial~~Trust ~~Loan~~Account ~~Amount”, net~~ of ~~a debt-discount of~~ $~~130~~253,~~715~~439 ~~recognized for the three~~ and ~~six~~interest ~~months~~income ~~ended~~from ~~June~~bank ~~30, 2023~~of $317.

~~Our~~For the ~~working~~nine ~~capital~~months ~~needs~~ended inSeptember ~~excess~~30, of2023, ~~the~~we ~~Initial Loan~~had ~~Amount~~a ~~until~~net ~~the~~income ~~consummation~~ of an$269,771, ~~initial~~which ~~Business~~consists ~~Combination~~of byan ~~the~~interest ~~Company~~income ~~are~~from ~~expected~~bank toof be$788 ~~financed~~and interest byincome ~~certain~~on ~~members~~marketable ~~of the~~securities ~~Sponsor,~~held in ~~such~~the ~~amounts~~Trust ~~among~~Account ~~these~~of ~~parties~~$1,892,635, ~~and~~offset atby ~~such~~operating ~~times~~and asformation ~~determined~~costs byof ~~them~~$929,098, interest inexpense ~~their~~of ~~discretion~~$305,000 ~~but~~associated ~~ensuring~~with ~~that~~the ~~our~~debt ~~liabilities are~~discount ~~paid~~on asthe ~~they~~related ~~become~~party ~~due. Any~~promissory ~~additional~~note ~~amounts~~and ~~loaned~~a ~~will~~provision befor ~~evidenced~~income bytaxes of ~~promissory notes~~$389,554.

~~In order to fund working capital deficiencies or finance transaction~~For ~~costs in connection with a business combination,~~ the ~~Sponsor,~~three ~~our~~months ~~officers~~ended ~~and~~September ~~directors or their affiliates may~~30, ~~but are not obligated to~~2022, ~~loan us funds as may be required. If~~ we ~~complete~~had a ~~business~~net ~~combination,~~income weof ~~would repay such loaned amounts provided that up to~~ $1380,~~500~~472,~~000 of~~ ~~such~~which ~~loans~~consists ~~may~~of bean ~~convertible~~unrealized ~~into~~gain ~~units~~on ofmarketable ~~the~~securities held ~~post-business~~in ~~combination~~our ~~entity~~Trust atAccount ~~a price~~ of $~~10.00~~412,051, ~~per~~interest ~~unit~~income atfrom ~~the~~bank ~~option~~ of ~~the lender.~~$263 ~~The~~and ~~units~~interest ~~would~~income beon ~~identical~~marketable tosecurities ~~the Private Units. In the event that a business combination does not close, we may use a portion of the working capital~~ held ~~outside~~in the Trust Account toof ~~repay~~$386,841, ~~such~~offset ~~loaned~~by ~~amounts~~operating ~~but~~and noformation ~~proceeds~~costs ~~from~~of ~~our~~$244,280 ~~Trust~~and ~~Account~~provision ~~would~~for beincome ~~used for~~taxes ~~such~~of ~~repayment~~$174,403.

AsFor the nine months ended September 30, 2022, we had a net income of ~~the~~$187,978, ~~date~~which consists of ~~these~~an ~~financial~~unrealized ~~statements,~~gain on marketable securities ~~the~~held ~~Sponsor~~in ~~advanced~~our toTrust usAccount anof ~~aggregate~~$325,565, interest income from bank of ~~approximately~~$310 and interest income on marketable securities held in the Trust Account of $~~128~~763,~~000~~389, ~~for~~offset ~~working~~by ~~capital~~operating and ~~payments~~formation costs of $726,883 and provision for ~~the~~income ~~monthly~~taxes ~~extensions~~of $174,403.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.18

18Liquidity and Capital Resources

~~Liquidity~~On August ~~and~~30, ~~Going~~2021, ~~Concern~~we consummated the Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the consummation of the Initial Public Offering, we consummated the sale of 645,000 Units at a price of $10.00 per Private Unit in a private placement to the Sponsor, generating gross proceeds of $6,450,000.

AsOn September ~~of June 30~~7, ~~2023~~2021, the Company ~~had~~consummated ~~$26,187 in its operating bank account and working capital deficit of $2,373,184. If~~ the ~~estimate~~sale of ~~the~~an ~~costs~~additional ~~of identifying a target business~~2, ~~undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so~~118,624 ~~the~~Units ~~Company~~pursuant ~~may have insufficient funds available~~ to ~~operate its business prior to a Business Combination. Moreover,~~ the ~~Company~~partial ~~may~~exercise ~~need to obtain additional financing or loans either to complete a business combination or because it becomes obligated to redeem a significant number~~ of the ~~Public Shares~~underwriters’ ~~upon~~over-allotment ~~consummation~~option ofand ~~a business combination, in which case~~ the ~~Company~~sale ~~may~~of ~~issue~~an additional ~~securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws~~63,559 ~~the~~Private ~~Company would only complete such financing simultaneously with the completion of our business combination~~Units. If the Company does not have sufficient funds available, the Company may be forced to cease operations and liquidate the Trust Account. In addition, following the business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

~~In connection with~~ Of the ~~Company’s~~gross ~~assessment~~ proceeds of ~~going~~the ~~concern~~IPO ~~considerations~~and inPrivate ~~accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15~~Placement, ~~“Disclosures of Uncertainties about~~ an ~~Entity’s~~aggregate ~~Ability~~of ~~to Continue as a Going Concern~~$172,”898,105 ~~the Company may not have sufficient funds available to complete a business combination~~($10.10 ~~Management~~per ~~has~~unit ~~determined~~sold ~~that~~in the ~~liquidity~~Initial ~~condition,~~Public ~~should a business~~Offering, ~~combination~~including ~~not occur, and potential subsequent dissolution raises substantial doubt about~~ the ~~Company’s~~over-allotment ~~ability~~option) towas ~~continue~~deposited ~~as a~~into ~~going concern. No adjustments have been made to~~ the ~~carrying~~Trust ~~amounts~~Account ofwith ~~assets~~Continental orStock ~~liabilities~~Transfer ~~should~~& ~~the~~Trust Company beacting as ~~required to liquidate~~trustee.

~~Off-Balance~~For the ~~Sheet~~nine ~~Arrangements~~months ended September 30, 2023, cash used in operating activities was $927,140. Net income of $269,771 was affected by interest earned on marketable securities held in the Trust Account of $1,892,635 and amortization of the debt discount of $305,000. Changes in operating assets and liabilities provided $390,724 of cash for operating activities.

~~We have no obligations, assets or liabilities,~~For ~~which~~the ~~would~~nine bemonths ~~considered~~ended ~~off-balance~~September ~~sheet arrangements as of June~~ 30, ~~2023.~~2022, Wecash doused ~~not participate~~ in ~~transactions~~operating ~~that~~activities ~~create~~was ~~relationships with~~$601,810. ~~unconsolidated~~Net ~~entities~~income orof ~~financial partnerships~~$187,978 ~~often~~was ~~referred~~affected toby ~~as variable~~ interest earned ~~entities,~~on ~~which~~marketable ~~would~~securities ~~have~~held ~~been~~in ~~established for~~ the ~~purpose~~Trust Account of ~~facilitating~~$763,389 ~~off-balance~~and ~~sheet~~unrealized ~~arrangements.~~gain Weon ~~have~~marketable ~~not~~securities ~~entered~~held ~~into~~in ~~any~~Trust ~~off-balance sheet financing arrangements,~~Account ~~established~~of ~~any special purpose entities~~$325,565. ~~guaranteed~~Changes ~~any~~in ~~debt~~operating orassets ~~commitments~~and ofliabilities ~~other~~provided ~~entities~~$299,166 orof ~~purchased~~cash ~~any~~for ~~non-financial~~operating ~~assets~~activities.

~~Contractual~~As of ~~obligations~~September 30, 2023, we had marketable securities held in the Trust Account of $17,210,132 (including $519,817 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. From inception through September 30, 2023, we have withdrawn $850,335 of interest earned from the Trust Account to pay taxes and $159,294,201 in connection with redemption.

We intend doto ~~not~~use ~~have~~substantially all of the funds held in the Trust Account, including any ~~long-term~~amounts ~~debt~~representing interest earned on the Trust Account not previously released to us (less income taxes payable), ~~capital~~to ~~lease~~complete our business combination. To the extent that our capital ~~obligations~~stock or debt is used, ~~operating~~in ~~lease~~whole ~~obligations~~or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or ~~long-term~~businesses, ~~liabilities~~make other acquisitions and pursue our growth strategies.

~~The~~As of ~~underwriters~~September ~~were~~30, ~~entitled~~2023, towe ahad cash ~~underwriting discount~~ of $038,813.20 ~~per~~We ~~Unit~~intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, orperform $3business due diligence on prospective target businesses,~~000,000~~ intravel to and from the ~~aggregate~~offices, ~~paid~~plants ~~upon~~or ~~the~~similar locations ~~closing~~of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective ~~the~~target ~~Initial~~businesses, ~~Public~~and ~~Offering~~structure, negotiate and complete a Business Combination.

~~The~~During ~~Company engaged EarlyBirdCapital,~~ the ~~representative of~~nine ~~underwriters~~months inended ~~the~~September ~~Initial Public Offering~~30, ~~as an advisor in connection with its Business Combination to assist in holding meetings~~2023, ~~with~~ the ~~shareholders~~Company toissued ~~discuss~~two ~~the~~promissory ~~potential~~notes ~~Business~~to ~~Combination~~IME ~~and~~Spain ~~the~~General ~~target~~Partner ~~business’ attributes~~S.L., ~~introduce~~pursuant ~~the Company~~ to ~~potential~~ ~~investors~~which ~~that are interested in purchasing securities in connection with~~ the ~~Initial Business Combination and assist the~~ Company ~~with~~ ~~press~~can ~~releases~~borrow ~~and~~up ~~public~~to ~~filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation a Business Combination in~~ an aggregate principal amount ~~equal to 3.5%~~ of ~~the gross proceeds of the Initial Public Offering~~$91,121. ~~Additionally,~~These ~~the~~promissory ~~Company~~notes ~~will~~were ~~pay~~non-interest ~~EarlyBirdCapital~~bearing aand ~~cash~~were ~~fee~~fully ~~equal~~repaid toduring ~~1.0% of~~ the ~~total~~nine ~~consideration~~months ~~payable~~ended ~~in the Business~~September ~~Combination~~30, if2023. itAs ~~introduces~~of ~~the~~September ~~Company~~30, to2023, the ~~target~~balance ~~business~~due ~~with~~is ~~which it completes a Business Combination~~$0.

~~Critical~~On May 15, ~~Accounting~~2023, ~~Policies~~certain members of the Sponsor agreed to advance us an aggregate of $400,000 (the “Initial Loan Amount”). On May 15, 2023, our Sponsor issued us a $305,000 promissory note to pay for our existing liabilities at issuance. This promissory note is non-interest bearing and due upon completion of our initial Business Combination. As of September 30, 2023, there was $0 outstanding under the “Initial Loan Amount”, net of a debt-discount of $305,000 recognized for the three and nine months ended September 30, 2023.

~~The~~Through ~~preparation~~September of30, ~~condensed~~2023, ~~financial~~the ~~statements~~Sponsor advanced ~~and~~a ~~related~~total ~~disclosures~~of in$90,160 ~~conformity~~of ~~with~~which ~~accounting~~was ~~principles~~used ~~generally~~for ~~accepted~~working incapital ~~the~~purposes. ~~United~~As ~~States~~ of ~~America~~September ~~requires~~30, ~~management to~~2023 ~~make estimates~~ and ~~assumptions~~December ~~that~~31, ~~affect~~2022, the ~~reported~~total ~~amounts~~amount of ~~assets and liabilities, disclosure of contingent assets and liabilities~~ atadvances ~~the~~owed ~~date~~by of the ~~financial~~Company ~~statements~~was $90,160 and ~~income~~$0, ~~and expenses during the periods reported~~respectively. ~~Actual results could materially differ from those estimates. We have identified the following critical accounting policies:~~

~~Common~~Our working ~~Stock~~capital ~~Subject~~needs in excess of the Initial Loan Amount until the consummation of an initial Business Combination by the Company are expected to ~~Possible~~be ~~Redemption~~financed by certain members of the Sponsor, in such amounts among these parties and at such times as determined by them in their discretion but ensuring that our liabilities are paid as they become due. Any additional amounts loaned will be evidenced by promissory notes.

WeIn order ~~account~~to ~~for~~fund ~~our~~working ~~common~~capital ~~stock~~deficiencies ~~subject~~or tofinance ~~possible conversion~~transaction costs in ~~accordance~~connection with ~~the~~a ~~guidance~~business incombination, ~~Accounting~~the ~~Standards~~Sponsor, ~~Codification~~our ~~(“ASC”)~~officers and ~~Topic~~directors ~~480~~or ~~“Distinguishing~~their ~~Liabilities from~~affiliates ~~Equity.”~~may, ~~Common~~but ~~stock~~are ~~subject~~not obligated to, ~~mandatory~~loan ~~redemption~~us isfunds ~~classified~~ as amay ~~liability~~be ~~instrument~~required. ~~and~~If ~~measured~~we atcomplete ~~fair~~a ~~value.~~business ~~Conditionally~~combination, ~~redeemable~~we ~~common~~would ~~stock~~repay ~~(including~~such ~~common~~loaned ~~stock~~amounts provided that ~~features~~up ~~redemption~~to ~~rights~~$1,500,000 ~~that~~of ~~are~~such ~~either~~loans ~~within~~may ~~the~~be ~~control~~convertible into units of the ~~holder~~post-business ~~or subject~~combination toentity ~~redemption~~at ~~upon~~a ~~the~~price ~~occurrence~~ of ~~uncertain~~$10.00 ~~events~~per ~~not~~unit ~~solely~~at ~~within~~the ~~our~~option ~~control)~~of isthe ~~classified as temporary equity~~lender. AtThe ~~all~~units ~~other~~would ~~times, common~~be ~~stock~~identical isto ~~classified~~the asPrivate ~~stockholders’ equity~~Units. ~~Our~~In ~~common~~the ~~stock~~event ~~features certain redemption rights~~ that a ~~are~~business ~~considered~~combination todoes ~~be outside~~not ofclose, ~~our~~we ~~control~~may ~~and~~use ~~subject~~a toportion ~~occurrence~~ of ~~uncertain~~the ~~future~~working ~~events.~~capital ~~Accordingly,~~held ~~common~~outside ~~stock~~the ~~subject~~Trust Account to ~~possible~~repay ~~redemption~~such loaned isamounts ~~presented~~but atno ~~redemption~~proceeds ~~value~~from asour ~~temporary~~Trust ~~equity,~~Account ~~outside~~would ofbe ~~the~~used ~~stockholders’~~for ~~(deficit)~~such ~~equity section of our condensed balance sheets~~repayment.

19As of the date of these financial statements, the Sponsor advanced to us an aggregate of approximately $128,000 for working capital and payments for the monthly extensions.

~~Net~~We will ~~Income~~need ~~(Loss)~~to ~~Per~~raise ~~Common~~additional ~~Share~~funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.19

~~Recent~~Liquidity and ~~Accounting~~Going ~~Standards~~Concern

InAs ~~August~~of ~~2020~~September 30, 2023, the ~~FASB~~Company ~~issued~~had ~~ASU No. 2020-06~~$38, ~~“Debt—Debt~~813 ~~with~~in ~~Conversion~~its operating bank account and ~~Other~~working ~~Options~~capital ~~(Subtopic~~deficit ~~470-20)~~of ~~and~~$2,880,612. ~~Derivatives~~If ~~and~~the ~~Hedging—Contracts~~estimate inof ~~Entity’s~~the ~~Own~~costs ~~Equity~~of ~~(Subtopic~~identifying a target business, ~~815~~undertaking in-~~40):~~depth ~~Accounting~~due ~~for~~diligence ~~Convertible~~and ~~Instruments~~negotiating ~~and~~a ~~Contracts~~Business inCombination anare ~~Entity’s~~less ~~Own~~than ~~Equity”~~the ~~(“ASU~~actual ~~2020-06”)~~amount necessary to do so, ~~which~~the Company ~~simplifies~~may ~~accounting~~have ~~for~~insufficient ~~convertible~~funds ~~instruments~~available byto ~~removing~~operate ~~major~~its ~~separation~~business ~~models~~prior ~~required~~to ~~under~~a ~~current~~Business UCombination.S. ~~GAAP.~~Moreover, ~~ASU~~the ~~2020-06~~Company ~~removes~~may need to obtain ~~certain~~additional ~~settlement~~financing ~~conditions~~or ~~that~~loans ~~are~~either ~~required~~to ~~for~~complete ~~equity~~a ~~contracts~~business combination or because it becomes obligated to ~~qualify~~redeem ~~for~~a significant number of the ~~derivative~~Public ~~scope~~Shares ~~exception~~upon consummation of a business combination, ~~and~~in itwhich ~~also~~case ~~simplifies~~ the ~~diluted~~Company ~~earnings~~may ~~per~~issue ~~share~~additional ~~calculation~~securities or incur debt in ~~certain~~connection ~~areas. ASU~~with ~~2020-06~~such isbusiness ~~effective~~combination. ~~for~~Subject ~~fiscal~~to ~~years~~compliance ~~beginning~~with ~~after~~applicable ~~December 15,~~securities ~~2023~~laws, ~~including~~the ~~interim~~Company ~~periods~~would ~~within~~only ~~those~~complete ~~fiscal~~such financing ~~years,~~simultaneously with ~~early~~the ~~adoption~~completion ~~permitted~~of our business combination. We ~~adopted~~If ~~ASU~~the ~~2020-06~~Company ~~effective~~does ~~as of~~not ~~January~~have 1sufficient funds available, ~~2021.~~the Company ~~The~~may ~~adoption~~be offorced ~~ASU~~to ~~2020-06~~cease ~~did~~operations ~~not~~and ~~have~~liquidate anthe ~~impact~~Trust Account. In addition, following the business combination, if cash on hand ~~our~~is ~~financial~~insufficient, ~~statements~~the Company may need to obtain additional financing in order to meet its obligations.

~~Management~~In connection ~~does~~with ~~not~~the ~~believe~~Company’s ~~that~~assessment ~~any~~of ~~recently~~going concern considerations in accordance with Financial Accounting Standard Board’s ~~issued~~Accounting Standards Update (“ASU”) 2014-15, ~~but~~“Disclosures ~~not~~of ~~yet~~Uncertainties ~~effective~~about an Entity’s Ability to Continue as a Going Concern,” ~~accounting~~the ~~standards~~Company may not have sufficient funds available to complete a business combination. Management has determined that the liquidity condition, ifshould ~~currently~~a ~~adopted~~business combination not occur, ~~would~~and ~~have~~potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a ~~material~~going ~~effect~~concern. onNo ~~our~~adjustments ~~condensed~~have ~~financial~~been ~~statements~~made to the carrying amounts of assets or liabilities should the Company be required to liquidate.

~~Item~~Off-Balance Sheet ~~3. Quantitative and Qualitative Disclosures About Market Risk~~Arrangements

~~Not~~We have ~~required~~no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for ~~smaller~~the ~~reporting~~purpose ~~companies~~of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Item 4. Controls and Procedures~~Contractual obligations

~~Evaluation~~We do ofnot ~~Disclosure~~have ~~Controls~~any ~~and~~long-term ~~Procedures~~debt, capital lease obligations, operating lease obligations or long-term liabilities.

~~Disclosure controls are procedures that are designed~~The ~~with~~underwriters ~~the~~were ~~objective~~entitled ~~of ensuring that information required~~ to bea ~~disclosed~~cash inunderwriting ~~our~~discount ~~reports~~of ~~filed~~$0.20 ~~under~~per ~~the~~Unit, ~~Exchange~~or ~~Act is recorded~~$3, ~~processed~~000, ~~summarized,~~000 ~~and reported within the time period specified~~ in the ~~SEC’s~~aggregate, ~~rules~~paid ~~and~~upon ~~forms. Disclosure controls are also designed with~~ the ~~objective~~closing of ~~ensuring that such information is accumulated and communicated to our management, including~~ the ~~chief~~Initial ~~executive~~Public ~~officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure~~Offering.

AsThe Company ~~required~~engaged byEarlyBirdCapital, ~~Rules~~the ~~13a-15~~representative ~~and~~of ~~15d-15~~underwriters ~~under~~in the ~~Exchange~~ ~~Act,~~Initial ~~our~~Public ~~Chief~~Offering, ~~Executive~~as ~~Officer~~an ~~and~~advisor ~~Chief~~in ~~Financial~~connection ~~Officer~~with its ~~carried~~Business ~~out~~Combination anto ~~evaluation~~assist ofin ~~the~~holding ~~effectiveness~~meetings ofwith the ~~design~~shareholders ~~and operation~~to ofdiscuss ~~our~~the ~~disclosure~~potential ~~controls~~Business Combination and ~~procedures~~the astarget business’ ~~of June 30~~attributes, ~~2023.~~introduce ~~Based~~the ~~upon~~Company ~~their~~to ~~evaluation,~~potential ~~our~~investors ~~Chief~~that ~~Executive~~are ~~Officer~~interested ~~and Chief~~in ~~Financial~~purchasing ~~Officer~~securities ~~concluded~~in ~~that~~connection ~~our~~with the ~~disclosure~~Initial ~~controls~~Business Combination and ~~procedures~~assist ~~(as~~the ~~defined~~Company inwith ~~Rules~~press ~~13a-15(e)~~releases and ~~15d-15(e)~~public ~~under~~filings ~~the~~in ~~Exchange Act)~~connection ~~were~~with ~~not effective, due to~~ the ~~material~~Business ~~weakness~~Combination. The inCompany ~~our~~will ~~internal~~pay ~~control~~EarlyBirdCapital ~~over~~a ~~financial~~cash ~~reporting~~fee ~~related to the Company’s accounting~~ for ~~complex~~such ~~financial~~services ~~instruments~~upon ~~and~~the ~~accruals.~~consummation As a ~~result,~~Business weCombination ~~performed~~in ~~additional~~an ~~analysis~~aggregate asamount equal ~~deemed necessary~~ to ~~ensure that~~3.5% ~~our~~of ~~financial~~the ~~statements~~gross ~~were~~proceeds ~~prepared~~of inthe ~~accordance~~Initial ~~with~~Public UOffering.S. ~~generally~~Additionally, ~~accepted~~the ~~accounting~~Company ~~principles.~~will ~~Accordingly,~~pay ~~management believes~~EarlyBirdCapital ~~that~~a ~~the~~cash ~~financial~~fee ~~statements~~equal to ~~included in~~1.0% ~~this~~of ~~Form~~the ~~10-Q~~total ~~present~~consideration ~~fairly~~payable in ~~all~~the ~~material~~Business ~~respects~~Combination ~~our~~if ~~financial~~it ~~position, results~~introduces ofthe ~~operations,~~Company ~~and~~to ~~cash~~the ~~flows~~target ~~for~~business ~~the~~with ~~period~~which it ~~presented~~completes a Business Combination.

~~Management~~Critical ~~has~~Accounting implemented remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.Estimates

~~Changes~~The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in ~~Internal~~our ~~Control~~financial ~~over~~statements. ~~Financial~~On an ongoing basis, we evaluate our estimates and judgments, including ~~Reporting~~those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Such estimates may be subject to change as more current information becomes available and, accordingly, actual results may differ from these estimates under different assumptions or conditions.

~~There~~We ~~were~~consider noan ~~changes~~accounting inestimate ~~our~~to ~~internal~~be ~~control~~critical ~~over~~if: ~~financial~~(i) ~~reporting~~the ~~(as~~accounting ~~such~~estimate ~~term~~requires isus ~~defined~~to inmake ~~Rules~~assumptions ~~13a-15(f)~~about matters that were highly uncertain at the time the accounting estimate was made, and ~~15d-15~~(fii) ofchanges in the ~~Exchange~~estimate ~~Act)~~that ~~during~~are ~~the~~reasonably ~~most~~likely ~~recent~~to ~~fiscal quarter~~occur ~~that~~from ~~have~~period ~~materially~~to ~~affected,~~period or ~~are~~use of different estimates that we reasonably ~~likely~~could tohave ~~materially~~used ~~affect~~in the current period, would have a material impact on our ~~internal~~financial ~~control~~condition ~~over~~or results of operations. There are items within our financial ~~reporting~~statement that require estimation but are not deemed critical, as defined above.

20As of the end of the reporting period, we have not identified any critical accounting estimates.

~~PART II - OTHER INFORMATION~~20

~~Item~~Recent Accounting ~~2. Unregistered Sales of Equity Securities and Use of Proceeds.~~Standards

OnIn ~~August~~December 302023, ~~2021,~~ the ~~Company~~FASB ~~consummated~~issued ~~the~~ASU ~~Initial Public Offering of 15~~2023-09,~~000,000~~ ~~units,~~Income atTaxes ~~$10.00~~(Topic 740): ~~per~~Improvements ~~Unit,~~to ~~generating~~Income ~~gross~~Tax ~~proceeds~~Disclosures of(“ASU ~~$150~~2023-09”),~~000,000,~~ which isrequires ~~described~~disclosure inof ~~Note~~incremental 3.income ~~EarlyBirdCapital,~~tax ~~Inc.~~information ~~acted~~within asthe ~~sole~~rate ~~book-running~~reconciliation ~~manager~~ and ~~JonesTrading~~expanded ~~acted~~disclosures asof ~~co-manager,~~income oftaxes ~~the~~paid, ~~Initial~~among ~~Public~~other ~~Offering~~disclosure requirements. ~~The~~ASU ~~securities~~2023-09 inis ~~the offering~~effective ~~were~~for ~~registered~~fiscal ~~under~~years ~~the~~beginning ~~Securities~~after ~~Act~~December on15, ~~registration~~2024. ~~statement~~Early onadoption ~~Form~~is ~~S-1 (No~~permitted. ~~333-254088).~~ The ~~Securities~~company’s ~~and~~management ~~Exchange~~does ~~Commission declared~~not believe the ~~registration~~adoption of ~~statement~~ASU ~~effective~~2023-09 will have a material impact on ~~August~~its ~~25,~~consolidated ~~2021~~financial statements and disclosures.

~~Simultaneously~~Management does ~~with~~not ~~the~~believe ~~closing~~that ofany ~~the~~recently ~~Initial Public Offering~~issued, ~~the Company~~but ~~consummated~~not ~~the~~yet ~~sale of 645~~effective,~~000~~ ~~Private~~accounting ~~Units at a price of $10.00 per Private Unit in a private placement to Springwater Promote LLC (the “Sponsor”)~~standards, ~~generating~~if ~~gross~~currently ~~proceeds of $6~~adopted,~~450,000.~~ ~~The~~would ~~issuance~~have ~~was~~a ~~made~~material ~~pursuant to the exemption from registration~~effect ~~contained~~on inour ~~Section~~condensed ~~4(a)(2)~~financial ~~of the Securities Act~~statements.

~~On September 3, 2021, the underwriters notified the Company of their~~Item ~~intention to partially exercise their over-allotment option and forfeited the remaining balance~~3. OnQuantitative ~~September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units, at $10.00 per Unit,~~ and ~~the~~Qualitative ~~sale~~Disclosures ofAbout anMarket ~~additional 63,559 Private Units, at $10.00 per Private Unit, generating total gross proceeds of $21,821,830. A total of $21,398,105 was deposited into the Trust Account.~~Risk

~~Of the gross proceeds of the IPO and Private Placement,~~Not anrequired ~~aggregate~~for ofsmaller ~~$172,898,105~~reporting ~~($10~~companies.~~10 per unit sold in the offering, including the over-allotment option) was deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee.~~

~~We paid a total of $3,423,725 in underwriting~~Item ~~discounts~~4. Controls and ~~commissions related to the Initial Public Offering.~~Procedures

~~For a description of the use of the proceeds generated~~Evaluation ~~in our Initial Public Offering, see Part I, Item 2~~ of ~~this~~Disclosure ~~Form~~Controls ~~10-Q.~~and Procedures

21Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~As required 6by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based ~~Exhibits~~upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments, accruals and the proper safeguarding of trust assets, reporting of appropriate disclosure and monitoring process over the use of trust funds. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations, and cash flows for the period presented.

~~The~~Management has ~~following~~implemented ~~exhibits~~remediation ~~are~~steps ~~filed~~to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards as ~~part~~well as improved our review of, ormaterial agreements to ensure adherence ~~incorporated~~to byvarious ~~reference~~stipulations ~~into~~in the agreement, ~~this~~specifically ~~Quarterly~~the ~~Report~~Trust Agreement where we improved our monitoring process on ~~Form~~the 10use of funds from the Trust Account to be paid for taxes. We plan to further improve this process by enhancing access to accounting literature, identification of third-Qparty professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

No.		Description of Exhibit
31.1*		Certification of Principal Executive & Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive & Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Changes in Internal Control over Financial Reporting

*Other ~~Filed~~than ~~herewith~~mentioned above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2221

~~SIGNATURES~~PART II - OTHER INFORMATION

InItem 2. ~~accordance~~Unregistered ~~with~~Sales ~~the requirements~~ of ~~the~~Equity ~~Exchange~~Securities ~~Act,~~and ~~the~~Use ~~registrant~~of ~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~Proceeds.

	CLEAN ENERGY SPECIAL SITUATIONS CORP.
Date: December 1, 2023	By:	/s/ Raghu Kilambi
	Name:	Raghu Kilambi
	Title:	Chief Executive Officer & Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer) and Director

On August 30, 2021, the Company consummated the Initial Public Offering of 15,000,000 units, at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. EarlyBirdCapital, Inc. acted as sole book-running manager and JonesTrading acted as co-manager, of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statement on Form S-1 (No. 333-254088). The Securities and Exchange Commission declared the registration statement effective on August 25, 2021.

23Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 645,000 Private Units at a price of $10.00 per Private Unit in a private placement to Springwater Promote LLC (the “Sponsor”), generating gross proceeds of $6,450,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On September 3, 2021, the underwriters notified the Company of their intention to partially exercise their over-allotment option and forfeited ~~17118624 17118624 1954239 7497438 0~~the remaining balance.~~00 0~~ On September 7, 2021, the Company consummated the sale of an additional 2,118,624 Units, at $10.~~01 0.02 0.04 5363215 5363215 5363215 5363215 0.~~00 per Unit, and 0the sale of an additional 63,559 Private Units, at $10.~~01 0.02 0.04 17118624 17118624 1954239 5363215 5363215 5363215 5363215 7497438 0.~~00 0 per Private Unit, generating total gross proceeds of $21,821,830.00 A total of 0$21,398,105 was deposited into the Trust Account.01 0.01 0.02 0.02 0.04 0.04 false --12-31 Q2 0001838000 0001838000 2023-01-01 2023-06-30 0001838000 swss:UnitsEachConsistingOfOneShareOfCommonStock00001ParValueAndOnehalfOfOneRedeemableWarrantMember 2023-01-01 2023-06-30 0001838000 swss:CommonStockParValue00001PerShareMember 2023-01-01 2023-06-30 0001838000 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Of the gross proceeds of the IPO and Private Placement, an aggregate of $172,898,105 ($10.10 per unit sold in the offering, including the over-allotment option) was deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee.

We paid a total of $3,423,725 in underwriting discounts and commissions related to the Initial Public Offering.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 5. Other Information

During the three and nine months ended September 30, 2023, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

During the three months ended September 30, 2023, the Company did not adopt or terminate any Rule 10b5-1 trading arrangement.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive & Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive & Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLEAN ENERGY SPECIAL SITUATIONS CORP.

Date: April 1, 2024	By:	/s/ Raghu Kilambi
	Name:	Raghu Kilambi
	Title:	Chief Executive Officer & Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer) and Director

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Filing Compare · Clean Energy Special Situations Corp.