Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the Special Meeting of Stockholders on July
18, 2022 (the "Meeting"), CleanTech Acquisition Corp. (the "Company" or "CLAQ")
entered into an amendment (the "Trust Amendment") to the investment management
trust agreement, dated as of July 14, 2021, with Continental Stock Transfer &
Trust Company on July 19, 2022. Pursuant to the Trust Amendment, the Company has
the right to extend the time to complete a business combination six (6) times
for an additional one (1) month each time from July 19, 2022, to January 19,
2023, by depositing $100,000 to the trust account for each one-month extension.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On July 18, 2022, the Company issued an unsecured promissory note in the
aggregate principal amount of $150,000 to CleanTech Investments, LLC ("CleanTech
Investments") and an unsecured promissory note in the aggregate principal amount
of $300,000 to CleanTech Sponsor I LLC ("CleanTech Sponsor"). The Company
deposited to the trust account $100,000 of the total $450,000 of loan amount and
extended the amount of time it has available to complete a business combination
from July 19, 2022 to August 19, 2023. Both CleanTech Investments and CleanTech
Sponsor are the Company's sponsors at its initial public offering. Neither
promissory note bears interest and both of them will be repaid only upon closing
of a business combination by the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Meeting on July 18, 2022, the Company
filed an amendment to its Amended and Restated Certificate of Incorporation with
the Delaware Secretary of State on July 19, 2022 (the "Charter Amendment"),
giving the Company the right to extend the date by which it has to complete a
business combination up to six (6) times for an additional one (1) month each
time, from July 19, 2022 to January 19, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 18, 2022, the Company held the Meeting. On June 15, 2022, the record
date for the Meeting, there were 21,562,500 shares of common stock of CLAQ
entitled to be voted at the Meeting, 72.12% of which were represented in person
or by proxy.
The final results for each of the matters submitted to a vote of CLAQ's
stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders approved the proposal to amend the Company's amended and restated
certificate of incorporation, giving CLAQ the right to extend the date by which
it has to complete a business combination six (6) times for an additional one
(1) month each time, from July 19, 2022 to January 19, 2023. Adoption of the
amendment required approval by the affirmative vote of at least a majority of
the Company's outstanding common stock. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
13,332,777 2,218,136 0 0
2. Trust Amendment
Stockholders approved the proposal to amend the Company's investment management
trust agreement, dated as of July 14, 2021, by and between the Company and
Continental Stock Transfer & Trust Company to allow the Company to extend the
time it has to complete a business combination six (6) times for an additional
one (1) month each time from July 19, 2022, to January 19, 2023 by depositing
into the trust account $100,000 for each one-month extension. Adoption of the
amendment required approval by the affirmative vote of at least a majority of
the Company's outstanding common stock. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
13,332,752 2,218,136 25 0
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
1.1 Amendment to the investment management trust agreement, dated as of
July 14, 2021, with Continental Stock Transfer & Trust Company
3.1 Amendment to the Amended and Restated Certificate of Incorporation of
CleanTech Acquisition Corp., dated July 19, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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