Notification That Annual Report Will Be Submitted Late (nt 10-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One)	☒ Form 10-K   ☐ Form 20-F     ☐ Form 11-K    ☐ Form 10-Q   ☐ Form 10-D   ☐ Form N-CEN   ☐ Form N-CSR
	For Period Ended: December 31, 2022
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION

 

Full Name of Registrant:	Clover Leaf Capital Corp.
Former Name if Applicable:	N/A
Address of Principal Executive Office (Street and Number):	c/o Yntegra Capital Investments, LLC 1450 Brickell Avenue, Suite 2520
City, State and Zip Code:	Miami, FL 33131

 

 

 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant is unable to file its Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense because the Registrant is still in the process of compiling the required information to complete its financial statements for the period ended December 31, 2022 to be included in the Form 10-K. The Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Felipe MacLean		(305)		577-0031
(Name)		(Area Code)		(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes  ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 ☒Yes  ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

For the year ended December 31, 2022, the Registrant had a net loss of $14,151, which consisted of formation and operating costs of $1,350,428 and provision for income taxes of $200,611, offset by interest earned on investments held in trust account of $1,195,135, interest earned on cash held in bank of $69 and recovery of previously incurred costs of $341,684.

 

For the period from February 25, 2021 (inception) to December 31, 2021, the Registrant had a net loss of $834,087, which consisted of $851,777 in formation and operating costs, offset by interest earned on investments held in trust account of $17,690.

 

The amounts reported above are still under review by the Registrant’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-K to be filed by the Registrant.

 

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	Clover Leaf Capital Corp.
	(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:	March 31, 2023		By	/s/ Felipe MacLean
				Felipe MacLean
				Chief Executive Officer

 

 

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