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Clean Energy Special Situations Corp. is asking stockholders to approve a Charter amendment that would extend the deadline to complete an initial business combination from December 28, 2024 to June 30, 2027. The sponsor and related insiders control about 4,316,656 insider shares, or 92.6% of outstanding stock, so the proposal will pass even if all 8,668 public shares vote against it.
Public holders can choose to redeem their shares for cash if the extension is approved, at an estimated $11.00 per share versus a January 8, 2026 market price of $10.70. If the Charter Proposal fails, the SPAC expects to wind up, redeem 100% of public shares from the trust (which held about $95,438 as of the record date), and then liquidate.
The company discloses prior governance lapses, including an administrative oversight in extending the Charter and failure to file 2023–2025 SEC reports, which led to Delaware “revoked” status and could delay any deal and increase litigation or enforcement risk.